Baring Fund Managers Limited

Prospectus

5 August 2019

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THIS DOCUMENT COMPRISES

THE PROSPECTUS OF:

Barings Dynamic Capital Growth Fund Barings Eastern Trust

Barings Europe Select Trust Barings European Growth Trust Barings German Growth Trust

Baring Global Growth Trust Barings Japan Growth Trust

Barings Korea Trust Barings Strategic Bond Fund

Baring UK Growth Trust

This Prospectus has been prepared in accordance with The Collective Investment Schemes Sourcebook (COLL) of the

Financial Conduct Authority.

The Manager has taken all reasonable steps to ensure that the facts stated in this document are true and accurate in all material respects and that there are no other material facts the omission of which would make misleading any statement herein whether of fact or opinion as at the date of publication of this document. The Manager accepts responsibility accordingly. This Prospectus has been prepared solely for, and is being made available to investors for the purposes of evaluating an investment in Units in the Trusts. Investment in Units in the Trusts involves risk and may not be suitable for all investors. Investors should only consider investing in the Trusts if they understand the risks involved including the risk of losing all capital invested. Investment into the Trusts should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors. An investment in one Trust is not a complete investment programme. As part of an investor’s long-term investment planning they should consider diversifying their portfolio by investing in a range of investments and asset classes. Potential investors’ attention is drawn to the section headed “Risk Considerations”. If you are in any doubt as to whether or not investment in the Trusts is suitable for you or about the contents of this Prospectus, you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser. In order to comply with legislation implementing UK obligations under intergovernmental agreements relating to the automatic exchange of information to improve international tax compliance (including United States FATCA) the Manager will collect and report information about Unitholders, to include information to verify identity and tax status. When requested to do so by the Manager or its agent, Unitholders must provide information to be passed on to HM Revenue & Customs, and to any relevant overseas tax authorities. Before Investing you must have received and read the relevant Key Investor Information Document (KIID).

United States

The Trusts offered hereby have not been registered under the Securities Act of 1933, as amended, nor any other relevant U.S. securities laws. The Trusts will not be registered as an investment company under the Investment Company Act of 1940, as amended. The Trusts may not be directly or indirectly offered or sold in the U.S., any of its territories or possessions or areas subject to its jurisdiction nor to or for the benefit of any U.S. Persons. The Trusts are not offered for sale in any jurisdiction in which the Trusts are not authorised to be publicly sold. The Trusts are available only in jurisdictions where their offer and sale are permitted. If a Unitholder currently resident outside the U.S. becomes resident in the U.S., we reserve the right to compulsorily redeem the Unitholder’s investment. Japan

The shares have not been and will not be registered pursuant to article 4, paragraph 1 of the financial instruments and exchange law of Japan (law no. 25 of 1948, as amended) and, accordingly, none of the shares nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit, of any Japanese person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese person except under circumstances which will result in compliance with all applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities and in effect at the relevant time. For this purpose, a “Japanese person” means any person resident in Japan, including any corporation or other entity organised under the laws of Japan.

Valid as at 5 August 2019

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Table of Contents Directory .............................................................................................................................................................................. 4

Definitions ........................................................................................................................................................................... 5

Introduction ......................................................................................................................................................................... 7

Risk Considerations ............................................................................................................................................................ 9

Fees and Expenses .......................................................................................................................................................... 25

Distribution Policy .............................................................................................................................................................. 30

Purchase of Units .............................................................................................................................................................. 31

Redemption of Units .......................................................................................................................................................... 34

Transfer of Units ................................................................................................................................................................ 36

Switching of Units .............................................................................................................................................................. 36

Termination of the Trusts .................................................................................................................................................. 36

The Manager ..................................................................................................................................................................... 37

The Investment Manager .................................................................................................................................................. 38

The Administrator .............................................................................................................................................................. 38

The Trustee ....................................................................................................................................................................... 39

Meetings of and Reports to Unitholders ............................................................................................................................ 40

Taxation ............................................................................................................................................................................ 41

General ............................................................................................................................................................................. 44

Appendix A – Details of the Trusts .................................................................................................................................... 48

Appendix B – Eligible Securities and Derivatives Markets ................................................................................................ 65

Appendix C – Investment Management and Borrowing Powers of the Trusts................................................................... 67

Appendix D – Custodian / Sub-Custodians ....................................................................................................................... 85

Appendix E – Historic Performance .................................................................................................................................. 87

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Directory Manager:

Baring Fund Managers Limited 20 Old Bailey London EC4M 7BF

Trustee:

NatWest Trustee and Depositary Services Limited 250 Bishopsgate London EC2M 4AA Investment Manager:

Baring Asset Management Limited 20 Old Bailey London EC4M 7BF Administrator and Registrar:

Northern Trust Global Services SE 6 rue Lou Hemmer, Senningerberg Grand- Duché de Luxembourg L-1748 The Administrator’s principal place of business in the United Kingdom: Northern Trust Global Services SE, UK Branch 50 Bank Street, London E14 5NT Auditor:

PricewaterhouseCoopers LLP 144 Morrison Street Edinburgh EH3 8EX

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Definitions

“Accumulation Units”

Units in respect of which income is accumulated and added to the capital property of a Trust.

“Account Opening Form” Any initial application form to be completed by investors to open an account as prescribed by the Trust from time to time.

“Administrator”, “Registrar” Northern Trust Global Services SE.

“Auditor” PricewaterhouseCoopers LLP.

“Baring Asset Management Group”

Baring Asset Management Limited, its subsidiaries and holding companies and all subsidiaries of any holding company.

“Base Currency” The Base Currency of a Trust, as stated in Appendix A.

“Business Day” Any day on which The London Stock Exchange is open for business. As appropriate for each Trust, if the London Stock Exchange is closed as a result of a holiday or for any other reason, or there is a holiday in the jurisdiction of the principal market or markets of a Trust’s portfolio of securities which impedes the calculation of a Trust’s assets or a substantial portion thereof, the Manager may decide that any business day will not be construed as such.

“Bond Connect” The initiative launched in July 2017 for mutual bond market access between Hong Kong and Mainland China.

“CCDC” The China Central Depository & Clearing Co., Ltd.

“China Interbank Bond Market” The Mainland China interbank bond markets.

“CIBM Initiative” The regime launched in February 2016 for foreign institutional investors to invest in the China Interbank Bond Market.

“Class” A particular division of Units in a Trust.

“CMU” The Central Moneymarkets Unit, an organisation established by the Hong Kong Monetary Authority to provide CMU members with securities transfer services.

“COLL”, “COLL Sourcebook” The FCA’s Collective Investment Schemes Sourcebook (COLL) as amended from time to time.

“Conversion” The conversion of Units in one Class of a Trust to Units in another Class of the same Trust and “Convert” shall be construed accordingly.

“CSRC” The China Securities Regulatory Commission.

“Dealing Day” Each Business Day (or such other day as the Manager may determine).

“Dealing Price” The price at which Units are subscribed for or redeemed in accordance with the principles set out in the section headed ‘Valuation Basis’.

“European Economic Area (EEA)”

The EU Member States (Austria, Belgium, Bulgaria, Croatia, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, the Netherlands and the United Kingdom) together with Iceland, Liechtenstein and Norway and such other states which may join the EEA from time to time.

“European Union (EU)” The economic and political union of 28 member states that are located primarily in Europe.

“FCA”, “Regulator” The Financial Conduct Authority Limited.

“FCA Handbook” The FCA Handbook of Rules and Guidance, as amended from time to time.

“Income Units” Units in respect of which income is distributed periodically to holders.

“Investment Manager”, “Barings”

Baring Asset Management Limited.

“Manager” Baring Fund Managers Limited.

“Net Asset Value”

the net asset value of a Trust or a relevant Class, as the case may be, determined in accordance with the principles set out in the section “Determination of Net Asset Value” within this Prospectus.

“PRC”, “Mainland China” The People’s Republic of China excluding Hong Kong, Macau and Taiwan for the purpose of this Prospectus.

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“Preliminary Charge” A fee charged on subscriptions as specified in this Prospectus or such higher amount as may be approved by an Extraordinary Resolution. This is also commonly known as the “manager charge”, “initial charge”, front end load”, “FEL” or “entry charge”.

“Privacy Statement” the privacy statement to be adopted by the Manager in respect of the Trusts, as amended from time to time, the current version of which will be available via the website www.barings.com.

“QFII” Qualified Foreign Institutional Investor.

“QFII Regulations” The measures issued by the relevant authorities in the PRC with respect to the QFII.

“Register” The register of Unitholders maintained for each of the Trusts.

“Renminbi”, “RMB” The currency of the PRC.

“RQFII” Renminbi Qualified Foreign Institutional Investor.

“RQFII Regulations” The measures issued by the relevant authorities in the PRC with respect to the RQFII.

“Rules” The rules contained in the COLL Sourcebook published by the FCA as part of the FCA Handbook made under the Financial Services and Markets Act 2000, as amended from time to time, which shall, for the avoidance of doubt, not include guidance or evidential requirements contained in the said sourcebook.

“Settlement Date” “SHCH”

Three Business Days following the relevant Dealing Day with the exception of Barings Japan Growth Trust, which is four Business Days following the relevant Dealing Day. The Shanghai Clearing House, a financial market infrastructure approved and directed by the People’s Bank of China, is a qualified central counterparty accepted by the People’s Bank of China and also one of the central securities depositories in Mainland China.

“Subscription Form” Any application form for subscription of Units in an existing Trust, to be completed by investors as prescribed by the Trust from time to time.

“Switch” The exchange of Units in a Trust for Units in another Trust.

“Trust”, “Fund” Any of the unit trusts of which this document forms the Prospectus.

“Trustee” NatWest Trustee and Depositary Services Limited.

“UCITS” An Undertaking for Collective Investment in Transferable Securities within the meaning of Article 1(2) of the UCITS Directive and which is authorised under Article 5 of the UCITS Directive.

“UCITS Directive” Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS), as amended.

“UK” United Kingdom.

“Unit”, “Units” Units in any of the Trusts.

“Unitholder” A person who is registered as a holder of Units on the Register of a Trust for the time being kept by or on behalf of the Manager, or the beneficial owner of Units, as the context requires.

“U.S. Person” Any citizen or resident of the United States of America, its territories and possessions including the State and District of Columbia and all areas subject to its jurisdiction (including the Commonwealth of Puerto Rico), any corporation, trust, partnership or other entity created or organised in or under the laws of the United States of America, any state thereof or any estate or trust the income of which is subject to United States federal income tax, regardless of source. The expression also includes any person falling within the definition of the term “U.S. Person” under Regulation S promulgated under the United States Securities Act of 1933.

“Valuation Point” 12.00 noon London time on each Dealing Day.

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Introduction

This document constitutes the Prospectus relating to the unit trust schemes managed by Baring Fund Managers Limited (the “Manager”) and referred to in the table below (the “Trusts”) as at 5 August 2019. This Prospectus has been prepared in accordance with The Collective Investment Scheme Sourcebook (COLL) (the “Rules”) issued by the Financial Conduct Authority (the “FCA”). A copy has been delivered to the Trustee and to the FCA. Annual and Interim Accounting Dates

The annual and interim accounting periods of each Trust are set out in Appendix A. Yearly and half-yearly consolidated

accounts will be made up to such dates each year. The annual income allocation date and the interim income allocation

date for each Trust are the annual and interim accounting dates, respectively, as set out in Appendix A. The Trusts

The Trusts were established and launched on the dates stated. Each of the Trusts is an authorised unit trust scheme and is a UCITS Scheme for the purposes of the Rules. Such authorisation does not in any way indicate or suggest endorsement or approval of the Trusts as an investment.

TRUST DATE

ESTABLISHED DATE LAUNCHED

PRODUCT REFERENCE

NUMBER

Barings Dynamic Capital Growth Fund 04/11/68 06/11/68 106652

Barings Eastern Trust 12/04/85 22/04/85 106625

Barings Europe Select Trust 15/08/84 31/08/84 106631

Barings European Growth Trust 23/06/83 30/06/83 106637

Barings German Growth Trust 11/04/90 08/05/90 145788

Baring Global Growth Trust* 05/06/86 09/06/86 106649

Barings Japan Growth Trust 12/04/85 22/04/85 106655

Barings Korea Trust 14/04/92 03/11/92 150014

Barings Strategic Bond Fund 15/01/91 04/02/91 147509

Baring UK Growth Trust* 18/11/87 30/11/87 106664

* The Trust was closed on 28 November 2017. Particulars specific to each of the Trusts appear in Appendices A - E. The Trusts have been certified as complying with the conditions necessary to enjoy the rights conferred by EC Council Directive No. 2009/65/EC (the “UCITS Directive”) and may apply to the regulatory authorities in member states of the EU to be marketed to the public in those states. A list of the member states in which the Trusts are currently permitted to be publicly marketed is available from the Manager. The list also includes certain territories where the Trusts are permitted to be public marketed pursuant to a specific permission of the competent regulatory authority in the territory concerned.

Units in the Trusts

The Trusts may issue Income Units or Accumulation Units or both. Details of the types of Units available in each Trust are shown in Appendix A. Income Units distribute income to Unitholders, Accumulation Units accumulate income within the property of the relevant Trust. Please see the section headed ‘Distribution Policy’ below. The nature of the right represented by Units is that of a beneficial interest under a Trust. Classes of Unit are differentiated by their charging structures, entry and redemption requirements and minimum subsequent and holding requirements. Units are available to all investors, subject to meeting the minimum and ongoing investment requirements set out in the sections headed ‘Purchase of Units’.

The Trustee has appointed Northern Trust Global Services SE to establish and maintain a Register of holders in each Trust (the "register") at the Registrar’s principal place of business in the United Kingdom at 50 Bank Street, London E14 5NT. The register is conclusive evidence as to the persons respectively entitled to the Units entered in the Register. No notice of any trust, express, implied or constructive which may be entered on the Register in respect of any Unit shall be binding on the Manager and Trustee of a Trust.

The Manager may, from time to time, issue additional Unit Classes for each Trust. In so doing the additional Classes of Units will not result in prejudice to Unitholders of any other Class. Details of the Units available in each Trust are shown in Appendix A. The Manager may carry out a compulsory Conversion of some or all of the Units of one Class of Units into another Class of Units where it reasonably believes it is in the best interests of Unitholders (for example, to merge two existing Unit Classes). The Manager, when doing so, will act in good faith, on reasonable grounds and pursuant to applicable laws and regulations. The Manager will also give Unitholders written notice as required before any compulsory Conversion is carried out.

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The Class I Units of the Trusts are available to distributors rendering portfolio management and/or investment advice on

an independent basis (for distributors which are incorporated in the European Union those services as defined by MiFID),

and distributors providing non-independent advice who have agreed with their clients not to receive and retain any

commissions.

Hedged Unit Classes

Hedged Unit Classes attempt to mitigate the effect of fluctuations in the exchange rate of the currency of the relevant Hedged Unit Class relative to the Base Currency of the Trust. Although hedging strategies may not necessarily be used in relation to each Class within a Trust (e.g., Class with a Class Currency that is the same as the Base Currency), the financial instruments used to implement such strategies shall be assets/liabilities of the relevant Trust as a whole. However, the gains/losses on and the costs of the relevant financial instruments will accrue solely to the relevant Class. The Manager will limit hedging to the extent of the Hedged Class Units’ currency exposure and the Manager shall seek to ensure such hedging shall not exceed 105% of the Net Asset Value of each relevant Class and shall not be below 95% of the Net Asset Value attributable to the relevant Class. The Manager will monitor hedging in order to ensure that such hedging is close to 100% and will review such hedging with a view to ensuring that positions materially in excess of or below 100% of the Net Asset Value of the relevant Class are not carried over from month to month. Over-hedged and under-hedged positions may arise due to factors outside of the control of the Manager. Counterparty exposure in respect of foreign exchange hedging shall at all times comply with the requirements of the UCITS Regulations and the FCA Handbook. Classes denominated in a currency other than the Base Currency are generally not expected to be leveraged as a result of hedging strategies and Class hedging transactions shall not be used for speculative purposes. The currency exposure of a Trust arising from the assets held by a Trust and also any currency transactions entered into by a Trust (other than with respect to a Class) will not be allocated to separate Classes and will be allocated pro rata to all Classes of such Trust. Where currency hedging transactions are entered into in respect of a Class (regardless of whether such exposure is attributable to transactions entered into at the Class or Trust level), the currency exposure arising from such transactions will be for the benefit of that Class only and may not be combined with or offset against the currency exposure arising from transactions entered into in respect of other Class. The audited financial statements of each Trust will indicate how hedging transactions have been utilised. There is no guarantee that a hedging transaction will be successful and even where the Manager hedges 100% of the assets attributable to the relevant Hedged Unit Class this will not be a perfect hedge. Whilst hedging transactions aim to protect Hedged Unit Classes from adverse fluctuations in currencies, this may not always be achieved. In addition, investors should also be aware that this strategy may substantially limit Unitholders of the relevant Class from benefiting if the designated currency falls against the Base Currency and/or the currency in which assets of the relevant Trust are designated. The Manager has procedures in place to monitor the hedging strategies of the Trusts and will review the hedging position of each Hedged Unit Class on each Dealing Day and on each day on which there is a Valuation Point and may adjust the hedges following such review. The Manager may in addition adjust hedges where the Manager considers that there has been a material change to dealing volume. Hedging techniques incur transaction costs which are borne by the relevant Hedged Unit Class. Gains and losses resulting from hedging transactions will be treated as a capital return or loss and accrue to the relevant Hedged Unit Class although there is a risk that if the assets attributed to the relevant Hedged Unit Class are not sufficient to cover any costs or losses resulting from a hedging transaction, then other Classes within the Trust may be adversely affected. The financial instruments used to implement such hedging strategies shall be assets or liabilities of the Trust as a whole. This may adversely affect the Net Asset Value of the other Classes within the Trust as well as the Hedged Unit Class in question.

Hedging Policy

Derivative and forward transactions may be used by the Trusts for hedging purposes. The Manager’s investment policy in respect of all the Trusts (save in respect of the Barings Dynamic Capital Growth Fund and the Barings Strategic Bond Fund) is that few, if any, hedging transactions will normally be entered into, although hedging transactions are permitted under the Rules. Barings Dynamic Capital Growth Fund and Barings Strategic Bond Fund may use derivatives and forward transactions for efficient portfolio management (including hedging) and investment purposes.

Cash Policy

The Investment Manager's investment policy may mean that, at times, it is appropriate for a Trust not to be fully invested and to hold cash and near cash instead.

Governing Law

The laws of England and Wales are taken by Baring Fund Managers Limited as the basis for the establishment of relations prior to the conclusion of the contract. The contract shall be governed by, and construed in accordance with, the laws of England and Wales. The English courts shall have exclusive jurisdiction to settle any disputes or claims which may arise out of, or in connection with, the contract and for this purpose, the Unitholder and the Manager agree to submit to the jurisdiction of the English courts.

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Historic Performance

The historic performance record for each Trust appears in Appendix E of this document. Past performance should not be seen as indicative of future returns. Type of Investor

The Trusts are capable of being marketed to all types of investor, subject to applicable legal and regulatory requirements in the relevant jurisdiction(s). Language

The Manager shall supply all information and communicate with you in English during the course of the relationship with you, subject to applicable legal and regulatory requirements in the relevant jurisdiction(s). Investment Powers and Limits

The investment powers and limits of the Trusts are those set out in Appendix C and are more restrictive than the investment powers available under the Rules. The current eligible securities and derivatives markets are set out in Appendix B.

Risk Considerations The following section sets out the risks that, in the opinion of the Manager, could have a significant impact to the overall risk of a Trust. Investors should be aware that in a changing environment a Trust may be exposed to risks that were not envisaged at the date of the prospectus. GENERAL

An investment in a Trust should be regarded as long-term in nature and only suitable for investors who understand the risks involved. An investment in one Trust is not a complete investment programme. The Trust’s investment portfolio may fall in value due to any of the key risk factors below and therefore your investment in the Trust may suffer losses. There is no guarantee of the repayment of principal. As part of your long-term financial planning you should consider diversifying your portfolio by investing in a range of investments and asset classes The value of investments and any income from them can go down as well as up and an investor may not get back the amount invested. An investor who realises (sells) Units after a short period may, in addition, not realise the amount originally invested in view of any Preliminary Charge made on the issue of Units. There is no assurance that the investment objective of any of the Trusts will be achieved. Past performance is not a guide to future performance. No Investment Guarantee

Investment in a Trust is not in the nature of a deposit in a bank account and is not protected by any government, government agency or other guarantee scheme which may be available to protect the holder of a bank deposit account. Any investment in a Trust is subject to fluctuations in value and you may get back less than you invest. Conflicts of Interest

The directors of the Manager, the Investment Manager, the Administrator and the Trustee and their respective affiliates, officers, directors and unitholders, employees and agents (collectively “the Parties”) are or may be involved in other financial, investment and professional activities which may on occasion cause a conflict of interest with the management of the Trusts and/or their respective roles with respect to the Trusts. The activities noted in the following paragraph may include managing or advising other funds, purchases and sales of securities, banking and investment management services, brokerage services, valuation of unlisted securities (in circumstances in which fees payable to the entity valuing such securities may increase as the value of assets increases) and serving as directors, officers, advisers or agents of other funds or companies, including funds or companies in which the Trusts may invest. In particular, the Investment Manager may advise or manage other funds and other collective investment schemes in which the Trusts may invest or which have similar or overlapping investment objectives to or with the Trusts. Each of the Parties will use its reasonable endeavours to ensure that the performance of their respective duties will not be impaired by any such involvement they may have and that any conflicts which may arise will be resolved fairly. The Parties are further subject to a duty under their relevant agreements not to disclose confidential information.

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The Manager and the Investment Manager have a written policy in relation to the identification, prevention, management and monitoring of conflicts which is available at www.barings.com. The policy is subject to on-going updates as new possible conflicts arise and is subject to a formal review by the Manager on at least an annual basis. Details of the Manager’s conflicts of interest policy are available on its website at www.barings.com. The Manager acknowledges that there may be some situations where the organisational or administrative arrangements in place for the management of conflicts of interest are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of a Trust or its Unitholders will be prevented. Should any such situations arise the Manager will, as a last resort if the conflict cannot be avoided, disclose these to Unitholders. Potential implications of Brexit

On 23 June 2016 the United Kingdom held a referendum and voted to leave the European Union. This has led to volatility in the financial markets of the United Kingdom and more broadly across Europe and may also lead to weakening in consumer, corporate and financial confidence in such markets. The extent and process by which the United Kingdom will exit the European Union, and the longer term economic, legal, political and social framework to be put in place between the United Kingdom and the European Union are unclear at this stage and are likely to lead to ongoing political and economic uncertainty and periods of exacerbated volatility in both the United Kingdom and in wider European markets for some time. This mid to long term uncertainty may have an adverse effect on the economy generally and on the ability of the Trusts to execute their respective strategies and to receive attractive returns. Leaving the European Union may also result in significant changes to law and regulation in the United Kingdom. It is not currently possible to assess the effect of these changes on the Trusts, their investments or the position of the Unitholders. Investors should be aware that these and other similar consequences following from the referendum result may adversely affect the value of the Units and the Trusts’ performance. Cyber Security Risk

The Manager and its service providers are susceptible to operational and information security and related risks of cyber security incidents. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber security attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through "hacking" or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. Cyber attacks also may be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e. efforts to make services unavailable to intended users). Cyber security incidents affecting the Manager, Investment Manager, Administrator or Trustee or other service providers such as financial intermediaries have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, including by interference with the Administrator’s ability to calculate the NAV of the Trusts; impediments to trading for the relevant Trusts’ portfolio; the inability of Unitholders to transact business with the Trusts; violations of applicable privacy, data security or other laws; regulatory fines and penalties; reputational damage; reimbursement or other compensation or remediation costs; legal fees; or additional compliance costs. Similar adverse consequences could result from cyber security incidents affecting issuers of securities in which the Trusts invest, counterparties with which the Trusts engage in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions and other parties. While information risk management systems and business continuity plans have been developed which are designed to reduce the risks associated with cyber security, there are inherent limitations in any cyber security risk management systems or business continuity plans, including the possibility that certain risks have not been identified. Counterparty Risk

A Trust may be exposed to counterparty risk. Counterparty risk, otherwise known as default risk, is the risk that an organisation does not pay out on a bond or other trade or transaction when it is supposed to. If a counterparty defaults on its obligation and the Trust is delayed or prevented from exercising its rights with respect to the investments in its portfolio, it may experience a decline in the value of its position, lose income and/or incur costs associated with asserting its rights. Custody Risk

The Trustee has a duty to ensure that it safeguards and administers scheme property in compliance with the FCA Handbook governing the protection of client assets (“Client Asset Rules”). The Trustee is not under a duty to comply with the FCA Handbook on handling money received or held for the purposes of buying or selling securities and investments (“Client Money”). Moreover, with respect to handling scheme property in the course of delivery versus payment transactions through a commercial settlement system (“CSS”), the scheme property may not be protected under the Client Asset Rules. In the event that the Trustee becomes insolvent or otherwise fails, there is a risk of loss or delay in return of any scheme property which consists of Client Money, client assets held in a CSS or any other client assets which the Trustee or any of its delegates is not required or has failed to hold in accordance with the Client Asset Rules.

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Inflation Risk

A Trust’s assets or income from a Trust’s investments may be worth less in real terms in the future as inflation decreases the value of money. As inflation increases, the real value of a Trust’s portfolio will decline unless it grows by more than the rate of inflation. Risks Related to Income Producing Trusts

Where the main aim of a Trust is to produce income and this income is paid out instead of being reinvested, there is little prospect of any real capital growth. Credit Risk - General

Trusts may be exposed to the credit / default risk of issuers of debt securities that the Trust may invest in or credit / default risk of counterparties of other trades or transactions in which the Trust may be engaged. When a Trust invests in a security or other instrument which is guaranteed by a bank or other type of financial institution there can be no assurance that such guarantor will not itself be subject to credit difficulties, which may lead to the downgrading of such securities or instruments, or to the loss of some or all of the sums invested in such securities or instruments, or payments due on such securities or instruments. Currency Risk

The underlying investments of a Trust may be denominated in currencies other than the Base Currency of the Trust. Also, a Class of Units of a Trust may be designated in a currency other than the Base Currency of the Trust. The Net Asset Value of a Trust may be affected unfavourably by fluctuations in the exchange rates between these currencies and the Base Currency and by changes in exchange rate controls. Unless the Class is specifically described as a hedged Class, no steps are taken to mitigate the effects of exchange rate fluctuations between the currency of denomination of the Units and the Base Currency. Liquidity Risk

Liquidity risk exists when a particular security or instrument is difficult to purchase or sell. If the amount of a transaction is particularly large or if the relevant market is illiquid (as is the case with many privately negotiated derivatives, structured products, etc), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price. Risk Related to Hedged Unit Classes

Where the Manager attempts to mitigate the effect of currency fluctuations by hedging, investors should be aware that such hedging may not be successful in eliminating the effects of adverse changes in exchange rates. Currency hedging may not therefore provide a perfect hedge. The financial instruments used to implement hedging strategies shall be assets and liabilities of the Trust as a whole, which means that the Net Asset Value of Unit Classes which are not Hedged Unit Classes may be adversely affected by the hedging strategies applied to the Hedged Unit Classes. RMB Hedged Unit Classes

RMB is subject to a managed floating exchange rate based on market supply and demand with reference to a basket of currencies. Currently, the RMB is traded in two markets: onshore RMB (CNY) in Mainland China and offshore RMB (CNH) primarily in Hong Kong. Onshore RMB (CNY) is not freely convertible and is subject to exchange controls and certain requirements by the government of PRC. Offshore RMB (CNH), on the other hand, is freely tradable. The exchange rate used for the RMB Hedged Unit Classes is the offshore RMB (CNH). The value of offshore RMB (CNH) could differ, perhaps significantly from that of the onshore RMB (CNY) due to a number of factors including without limitation those foreign exchange control policies and repatriation restrictions. Accordingly, RMB Hedged Unit Classes may be exposed to greater foreign exchange risks. There is no assurance that RMB will not be subject to devaluation or revaluation or that shortages in the availability of foreign currency will not develop. Market Disruption Risk

The Trusts may be exposed to the risk of incurring large losses in the event of disrupted markets. Disruptions can include the suspension or limit on trading of a financial exchange and disruptions in one market sector can have an adverse effect on other market sectors. If this happens, the risk of loss to a Trust can be increased because many positions may become illiquid, making them difficult to sell. Finance available to a Trust may also be reduced which can make it more difficult for a Trust to trade.

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Risk Related to Suspension of Trading

A securities exchange typically has the right to suspend or limit trading in any instrument traded on that exchange. The Government or the regulators may also implement policies that may affect the financial markets. A suspension could render it impossible for the Investment Manager or an underlying fund manager to liquidate positions and thereby expose the Trust to losses and may have a negative impact on the Trust. Valuation Risk

Valuation of the Trust’s investments may involve uncertainties and judgmental determinations. If such valuation turns out to be incorrect, this may affect the NAV calculation of the Trust. Taxation Risk

Any change in the taxation legislation or the interpretation thereof in any jurisdiction where a Trust is registered, marketed or invested could affect the tax status of the Trust, and consequently the value of the Trust’s investments in the affected jurisdiction, the Trust’s ability to achieve its investment objective and/or to alter the post-tax returns to Unitholders. Please note that the tax treatment of investors depends on their individual circumstances and may be subject to change in the future. A Trust may be subject to withholding or other taxes on income and/or gains arising from its investments. Certain investments may themselves be subject to similar taxes on the underlying investments that they hold. Any investment in either developed or emerging markets, may be subject to new taxes or the rate of tax applicable to any income arising or capital gains may increase or decrease as a result of any prospective or retrospective change in applicable laws, rules or regulations or the interpretation thereof. It is possible that a Trust may or may not be able to benefit from relief under a double tax agreement between the UK and the country where an investment is resident for tax purposes. Certain countries may have a tax regime that is less well defined, may be subject to unpredictable change and may permit retroactive taxation thus the Trusts could become subject to a local tax liability that had not reasonably been anticipated. Such uncertainty could necessitate significant provisions being made by any relevant Trust in the net asset values per Unit calculations for foreign taxes while it could also result in a Trust incurring the cost of a payment made in good faith to a fiscal authority where it was eventually found that a payment need not have been made. Consequently, where through fundamental uncertainty as to the tax liability, or the lack of a developed mechanism for practical and timely payment of taxes, a Trust pays taxes relating to previous years, any related costs will likewise be chargeable to the Trust . Such late paid taxes will normally be debited to a Trust at the point the decision to accrue the liability in the Trust’s accounts is made. As a result of the situations referred to above, any provisions made by the Trusts in respect of the potential taxation of and returns from investments held at any time may prove to be excessive or inadequate to meet any eventual tax liabilities. Consequently, investors in a Trust may be advantaged or disadvantaged when they subscribe or redeem their Units in the Trust. Unitholders and prospective investors’ attention is drawn to the taxation risks associated with investing in the Trusts. Please refer to the section headed “Taxation”. Risks Arising from Termination of a Trust

In the event of the early termination of a Trust, the Trust would have to distribute to the Unitholders their pro rata interest in the assets of the Trust. It is possible that at the time of such sale or distribution, certain investments held by the Trust may be worth less than the initial cost of such investments, resulting in a substantial loss to the Unitholders. Moreover, any organisational expenses with regard to the Trust that had not yet become fully amortised would be debited against the Trust’s capital at that time. The circumstances under which the Trust may be terminated are set out under the heading “Termination of the Trusts”. RISK RELATED TO INVESTMENT IN EQUITIES

A Trust’s investment in equity securities is subject to general market risks, whose value may fluctuate due to various factors, such as changes in investment sentiment, political and economic conditions and issuer-specific factors. When the equity markets are extremely volatile a Trust’s Net Asset Value may fluctuate substantially. Risks of Investment in Equity Related Securities

A Trust may invest in equity-related securities such as structured notes, participation notes or equity-linked notes. These are usually issued by a broker, an investment bank or a company and are therefore subject to the risk of insolvency or default of the issuer. If there is no active market in these instruments, this may lead to liquidity risk. Further, investment in equity-linked securities may lead to dilution of performance of a Trust when compared to the other funds which invest directly in similar underlying assets due to fees embedded in the notes. The aforesaid circumstances may adversely affect the net asset value per Unit of a Trust.

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Risk Related to Convertible Instruments

Convertible bonds are a hybrid between debt and equity, permitting shareholders to convert into shares in the company issuing the bond at a specified future date. As such, convertibles will be exposed to equity movement and greater volatility than straight bond investments. Investments in convertible bonds are subject to the same interest rate risk, credit risk, liquidity risk and prepayment risk associated with comparable straight bond investments. Risk Related to Investment in Small-Capitalisation / Mid-Capitalisation Companies

The stock of small-capitalisation and mid-capitalisation companies may have lower liquidity and their prices are more volatile to adverse economic developments than those of larger capitalisation companies in general. Risks include economic risks, such as lack of product depth, limited geographical diversification and increased sensitivity to the business cycle. They also include organisational risk, such as concentration of management and shareholders and key-person dependence. Where smaller companies are listed on ‘junior’ sections of the stock exchange, they may be subject to a lighter regulatory environment. Furthermore, the shares in smaller companies can be more difficult to buy and sell, resulting in less flexibility, and sometimes higher costs, in implementing investment decisions. RISK RELATED TO INVESTMENT IN OTHER FUNDS

Where a Trust invests in underlying funds it will not have an active role in the day-to-day management of those funds and the Trust will be subject to the risks associated with the underlying funds. The Trust does not have control of the investments of the underlying funds and there is no assurance that the investment objective and strategy of the underlying funds will be successfully achieved which may have a negative impact to the Net Asset Value of the Trust. There may be additional costs when investing into these underlying funds. There is also no guarantee that the underlying funds will have sufficient liquidity to meet the trust’s redemption requests as and when made. Risk Relating to Duplication of Costs

It should be noted that a Trust incurs costs of its own management and fees paid to the Administrator, the Trustee, the Investment Manager and other service provides. In addition, the Trust incurs similar costs in its capacity as an investor in underlying funds which in turn pay similar fees to their underlying fund manager and other service providers. RISK RELATED TO INVESTMENT IN FIXED INCOME SECURITIES

Investment in bonds or fixed income securities is subject to liquidity, interest rate and credit risks (i.e. the risk of default). The value of a bond will usually fall if an issuer defaults Fixed income securities are often rated by Credit Rating Agencies. Credit ratings indicate the probability that an issuer will fail to make timely payment of capital and / or interest that is due to be paid to investors under the terms of the security i.e. the risk of default. Certain credit rating agencies are designated by the U.S. Securities and Exchange Commission as Nationally Recognized Statistical Rating Organizations (NRSROs). Each NRSRO has an alpha or alphanumerical scale that expresses their ratings. An example of an NRSRO is Standard and Poor’s, their rating scale (expressed here in increasing order of default risk) is; AAA, AA+, AA, AA-, A+, A, A-, BBB+, BBB, BBB-, BB+, BB, BB-, B+, B, B-, CCC+, CCC, CCC-, CC, C. The identifier D is also used, in order to signify that a security has already defaulted. Securities rated between the AAA rating level and the BBB- rating level are commonly referred to as ‘investment grade’. These securities would be expected to have a very low risk of default. Securities with ratings of BB+, and lower, are commonly referred to as ‘sub-investment grade’. These securities would be expected to have a higher risk of default, and a greater sensitivity to economic conditions, than ‘investment grade’ securities. A Trust may in accordance with its investment policy only be permitted to invest in securities / investments of a certain credit rating. Credit ratings may however not always be an accurate or reliable measure of the strength of the securities / investments being invested in. Credit ratings assigned by rating agencies are also subject to limitations and do not guarantee the creditworthiness of the security and/or issuer at all times. Where such credit ratings prove inaccurate or unreliable, losses may be incurred by any Trust which has invested in such securities / investments. The volume of transactions effected in certain international bond markets may be appreciably below that of the world’s largest markets, such as the United States. Accordingly, a Trust’s investment in such markets may be less liquid and their prices may be more volatile than comparable investments in securities trading in markets with larger trading volumes. Moreover, the settlement periods in certain markets may be longer than in others which may affect portfolio liquidity. Risk Related to Downgrading of Investment Grade Securities

The credit rating of a debt instrument or its issuer may subsequently be downgraded. In the event of such downgrading, the value of the Trust may be adversely affected. The Investment Manager may or may not be able to dispose of the debt instruments that are being downgraded.

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Risk Related to Investment in Sub-Investment Grade and/or Unrated Debt Securities

The Trust may invest in debt securities rated sub-investment grade (e.g. with a credit rating of less than BBB- on the Standard & Poor’s scale or as equivalent in respect of other internationally recognised credit rating agencies) and/or unrated. Such securities are generally subject to greater credit risk or risk of loss of principal and interest due to an issuer’s inability to meet principal and interest obligations than higher-rated debt securities. The risk of loss due to default by such issuers is significantly greater because sub-investment grade securities generally are unsecured and are lower in the hierarchy of creditors. Sub-investment grade debt securities and unrated debt securities may also be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of the financial markets generally and less secondary market liquidity. The market value of sub-investment grade corporate debt instruments tends to reflect individual corporate developments to a greater extent than that of higher rated instruments which react primarily to fluctuations in the general level of interest rates. As a result, where the Trust invests in such instruments its ability to achieve its investment objective may depend to a greater extent on the Investment Manager’s judgement concerning the creditworthiness of issuers than funds which invest in higher-rated instruments. The Investment Manager will consider both credit risk and market risk in making investment decisions for the Trust. To the extent that a default occurs with respect to any sub-investment grade securities and a Trust sells or otherwise disposes of its exposure of such an instrument, it is likely that the proceeds will be less that the unpaid principal and interest. Even if such instruments are held to maturity, recovery by the Trust of its initial investment and any anticipated income or appreciation is uncertain. The secondary market for sub-investment grade debt instruments and/or unrated debt instruments may be concentrated in relatively few market makers and is dominated by institutional investors, including mutual funds, insurance companies and other financial institutions. Accordingly, the secondary market for such instruments is subject to lower liquidity, and is more volatile than, the secondary market for higher-rated instruments. In addition, market trading volume for high yield instruments is generally lower and the secondary market for such instruments could contract under adverse market or economic conditions, independent of any specific adverse changes in the condition of a particular issuer. There are fewer investors in sub-investment grade securities and it may be harder to sell such securities. Market quotations may not be available for high yield debt securities, and judgment plays a greater role in valuing high yield corporate debt securities than is the case for securities for which more external sources for quotations and last sale information is available. Volatility Risk

The debt instruments in which the Trust invests may not be traded on an active secondary market. The prices of securities traded in such markets may be subject to fluctuations. The bid and offer spreads of the price of such securities may be large and the Trust may incur significant trading costs. Interest Rate Risk

The fixed income instruments in which a Trust may invest are subject to interest rate risk. In general, the prices of debt securities rise when interest rates fall, whilst their prices fall when interest rates rise. Credit Risk – Fixed Income

A Trust may invest in fixed income securities which have low credit status which may represent a higher credit risk than trusts which do not invest in such securities. Investment in securities issued by corporations may also represent a higher credit risk than investment in securities issued by governments. There can be no assurance that the issuers of fixed income securities in which a Trust may invest will not be subject to credit difficulties, leading to either the downgrading of such securities or instruments, or to the loss of some or all of the sums invested in or payments due on such securities or instruments.

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Risk Related to Investment in Asset-Backed Securities and/or Mortgage-Backed Securities

The Trust may invest in asset-backed securities and/or mortgage-backed securities, which may be highly illiquid and prone to substantial price volatility. These instruments may be subject to greater credit, liquidity and interest rate risk compared to other debt securities. An asset-backed security is a security whose value and income payments are derived from and collateralised (or "backed") by a specified pool of underlying assets. The pool of assets is typically a group of small and illiquid assets that are unable to be sold individually. Pooling the assets into financial instruments allows them to be sold to general investors, a process called securitization, and allows the risk of investing in the underlying assets to be diversified because each security will represent a fraction of the total value of the diverse pool of underlying assets. The pools of underlying assets can include common payments from credit cards, auto loans, and mortgage loans, to esoteric cash flows from aircraft leases, royalty payments and movie revenues. The value and the quality of such securities depend on the value and the quality of the underlying assets against which such securities are backed. Issuers of asset-backed and mortgage-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements provided to support the securities, if any, may be inadequate to protect investors in the event of default. Changes in interest rates may have a significant effect on investments in asset-backed securities and mortgage-backed securities. The return on, for example, holdings of mortgage-backed securities can reduce if the owners of the underlying mortgages repay their mortgages sooner than anticipated when interest rates go down. Investment in asset-backed and mortgage-backed securities may be subject to extension and prepayment risks and risks that the payment obligations relating to the underlying assets are not met which may adversely impact the returns of the securities. Risk Related to Credit Linked Securities

A credit linked note is a debt instrument which assumes both credit risk of the relevant reference entity (or entities) and the issuer of the credit linked note. The note pays coupons (interest) and there is also a risk associated with the coupon payment; if a reference entity in a basket of credit linked notes suffers a credit event, the coupon will be re-set and is paid on the reduced nominal amount. Both the residual capital and coupon are exposed to further credit events. In extreme cases, the entire capital may be lost. There is also the risk that a note issuer may default. RISK RELATED TO INVESTMENT IN DERIVATIVES

Investments of a Trust may be composed of securities with varying degrees of volatility and may comprise, from time to time, financial derivative instruments. Since financial derivative instruments may be geared instruments, their use may result in greater fluctuations of the Net Asset Value of the Trust concerned. Risks associated with financial derivative instruments include counterparty/credit risk, liquidity risk, valuation risk, volatility risk and over-the-counter transaction risk. The leverage element/component of a financial derivative instrument can result in a loss significantly greater than the amount invested in the financial derivative instrument by the Trust. Exposure to financial derivative instruments may lead to a high risk of significant loss by the Trust. The Trust may use financial derivative instruments for efficient portfolio management, including to attempting to hedge or reduce the overall risk of its investments, or financial derivative instruments may be used for investment purposes in pursuit of investment objective, policies and strategies. Such strategies might be unsuccessful and incur losses for the Trust, due to market conditions. A Trust’s ability to use these strategies may be limited by market conditions, regulatory limits and tax considerations. Investments in financial derivative instruments are subject to normal market fluctuations and other risks inherent in investment in securities. In addition, the use of financial derivative instruments involves special risks, including: 1) dependence on the Investment Manager’s ability to accurately predict movements in the price of the underlying

security; 2) imperfect correlation between the movements in securities or currency on which a financial derivative instruments

contract is based and movements in the securities or currencies in the relevant Trust; 3) the absence of a liquid market for any particular instrument at any particular time which may inhibit the ability of a

Trust to liquidate a financial derivative instrument at an advantageous price; 4) due to the degree of leverage inherent in derivatives contracts, a relatively small price movement in a contract

may result in an immediate and substantial loss to a Trust; and 5) possible impediments to efficient portfolio management or the ability to meet repurchase requests or other short

term obligations because a percentage of a Trust’s assets may be segregated to cover its obligations. Risk Related to Hedging Techniques

The Trust may utilise a variety of financial instruments, such as options, interest rate swaps, futures and forward contracts, etc to seek to hedge against declines in the values of the Trust’s positions as a result of changes in currency exchange rates, equity markets, market interest rates and other events. Hedging against a decline in the value of Trust’s positions will not eliminate fluctuations in the values of the Trust’s positions or prevent losses if the values of such positions decline, but it does establish other positions designed to gain from those same developments, thus reducing the decline in the Trust’s value. However, such hedging transactions also limit the opportunity for gain if the value of the Trust’s positions should increase. It may not be possible for the Trust to hedge against a change or event at a price

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sufficient to protect its assets from the decline in value of the Trust’s positions anticipated as a result of such change. In addition, it may not be possible to hedge against certain changes or events at all or the Investment Manager may choose not to. Risk Related to Efficient Portfolio Management

The Manager may utilise the scheme property of the Trusts to enter into transactions for the purposes of Efficient Portfolio Management (“EPM”). Permitted EPM transactions include transactions in derivatives to hedge against price or currency fluctuations, and these may be dealt or traded on an eligible derivatives market or may be OTC derivative instruments. EPM techniques may also involve the Manager entering into stock lending transactions or repurchase and reverse repurchase agreements in relation to a Trust. The Manager must ensure in entering into EPM transactions, the transaction is economically appropriate to the reduction of the relevant risks (whether in the price of investments, interest rates or exchange rates) or to the reduction of the relevant costs and/or to the generation of additional capital or income with an acceptably low level of risk. The Manager must also take steps to try and ensure that the counterparty exposure in such transactions is fully “covered” by cash and/or other acceptable and sufficiently liquid property sufficient to meet any obligation to pay or deliver that could arise. EPM transactions will give rise to risks for the Trusts. There is no guarantee that the use of EPM transactions will achieve their objective. In particular, see the risk disclosures titled “Risk Related to Hedging Techniques”, “Risk Related to Futures Contracts”, “Risk Related to Forward Foreign Exchange Transactions” and “Risk Related to Over the Counter (OTC) Transactions” above. Where a Trust enters stock lending transactions, if there is a default by a counterparty the Trust may suffer loss due to securities lent being recovered late or only in part. To the extent that collateral is received by the Trust in relation to an EPM transaction to mitigate counterparty risk, there is no guarantee that, in the event of counterparty default, that collateral when realised will fully cover any exposure of the Trust to loss arising from that counterparty’s default. The Manager has a collateral management policy which sets out the eligible types of collateral the Trust may accept and further information in relation to that policy is set out in the section headed “Collateral Management”. Leverage Risk

When a Trust purchases a security or an option, the risk to the Trust is limited to the loss of its investment. In the case of a transaction involving futures, forwards, swaps, contracts for differences or options, the Trust's liability may be potentially unlimited until the position is closed. Where assets are bought or sold using borrowed money this increases the risk that in the case of losses that these are compounded and as a result have a material negative impact on the value of a Trust. Investors should also note that certain derivatives such as forward foreign exchange and complex swaps may be entered into on an Over The Counter (OTC) basis with one or more eligible counterparties. Trading in such derivatives results in credit risk exposure to such eligible counterparties (i.e. the risk that the eligible counterparty to a derivative trade will fail to discharge its obligations under the terms of the trade in respect of a Trust). Where the Manager or an Investment Manager, on behalf of a Trust, enters into OTC derivatives it may seek to mitigate much of its credit risk to an eligible counterparty by receiving collateral from that eligible counterparty. To the extent that any OTC derivatives are not fully collateralised, a default by the eligible counterparty may result in a reduction in the value of the Trust and thereby a reduction in the value of an investment in the Trust. High Leverage Risk

The Trust may have a net leveraged exposure of more than 100% of the NAV of the Trust. This will further magnify any potential negative impact of any change in the value of the underlying asset on the Trust and also increase the volatility of the Trust’s price and may lead to significant losses. Risk Related to Futures Contracts

A futures contract is a standardised contract between two parties to exchange a specified asset of standardized quantity and quality for a price agreed today (the futures price or the strike price) with delivery occurring at a specified future date, the delivery date. The contracts are traded on a futures exchange. The amount of loss (as well as profit) is unlimited. Additionally, where the underlying specified asset is a commodity, the futures contract may be illiquid because certain commodity exchanges limit fluctuations in certain future contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits”. Once the price of a contract for a particular future has increased or decreased by an amount equal to the daily limit, positions in the future can neither be taken nor liquidated unless traders are willing to affect trades at or within the limit. A Trust may also be exposed to a credit risk in relation to the counterparties with whom they transact or place margin or collateral in respect of transactions and may bear the risk of counterparty default. A Trust may be invested in certain futures contracts which may involve the assumption of obligations as well as rights and assets. Assets deposited as margin with brokers may not be held in segregated accounts by the brokers and may therefore become available to the creditors of such brokers in the event of their insolvency or bankruptcy.

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Risk Related to Forward foreign exchange transactions

Forward contracts, unlike futures contracts, are not traded on exchanges and are not standardised; rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis, and therefore have an increased counterparty risk. If a counterparty defaults, the Trust may not get the expected payment or delivery of assets. This may result in the loss of an unrealised profit. Risk Related to Swap Agreements

Swap agreements can be individually negotiated and structured to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease the Trusts exposure to strategies, long term or short term interest rates, foreign currency values, corporate borrowing rates or other factors. Swap agreements can take many different forms and are known by a variety of names. Depending on how they are used, swap agreements may increase or decrease the overall volatility of the Trust. The most significant factor in the performance of swap agreements is the change in the specific interest rate, currency or other factors that determine the amounts of payments due to and from the counterparties. If a swap agreement calls for payments by the Trust, the Trust must be prepared to make such payments when due. In addition, if a counterparty’s creditworthiness declines, the value of swap agreements with such counterparty can be expected to decline, potentially resulting in losses to the Trust. Risk Related to Over the Counter (OTC) Transactions

An OTC transaction takes place when a financial instrument is traded directly between two parties rather than through a stock exchange. Where the Trust acquires securities through an OTC transaction, there is no guarantee that the Trust will be able to realise the fair value of such securities due to their tendency to have limited liquidity. In general, there is less regulation and supervision of OTC transactions than for transactions entered into on stock exchanges. In addition, many of the protections afforded to participants on some stock exchanges, such as the performance guarantee of an exchange clearing house, might not be available in connection with OTC transactions.

A Trust may also have credit exposure to counterparties by virtue of positions in swap agreements, repurchase transactions, forward exchange rate and other financial or derivative contracts held by the Trust. OTC transactions are executed in accordance with an agreed terms and conditions drawn up between the Trust and the counterparty. If the counterparty experiences credit issues and therefore defaults on its obligation and a Trust is delayed or prevented from exercising its rights with respect to the investments in its portfolio, it may experience a decline in the value of its position, lose income and/or incur costs associated with asserting its rights. Counterparty exposure will be in accordance with the Trust's investment restrictions. Regardless of the measures a Trust may implement to reduce counterparty risk, there can be no assurance that a counterparty will not default or that the Trust will not sustain losses on the transactions as a result. Risk Related to Options Transactions in options may also carry a high degree of risk. For purchased options the risk to the option holder is limited to the purchase cost of establishing the position. Out of the Money (OTM) positions will see the value of the options position decrease, especially as the position nears expiry. Taxation Risk Where a Trust invests in derivatives, the issues described in the general taxation risks section may also apply to any change in the taxation legislation or interpretation thereof of the governing law of the derivative contract, the derivative counterparty, the market(s) comprising the underlying exposure(s) of the derivative or the markets where a Trust is registered or marketed. Legal Risks

OTC derivatives are generally entered into pursuant to contracts based on the standards set by the International Swaps

and Derivatives Association for derivatives master agreements which are negotiated by the parties. The use of such

contracts may expose the Trust to legal risks such as the contract may not accurately reflect the intention of the parties

or the contract may not be enforceable against the counterparty in its jurisdiction of incorporation.

Operational Risk linked to Management of Collateral The use of OTC derivatives and the management of collateral received are subject to the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. Where cash collateral is re-invested, in accordance with the conditions imposed by the FCA, a Trust will be exposed to the risk of a failure or default of the issuer of the relevant security in which the cash collateral has been invested.

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The management of operational risk is established through policies set by the risk committee of the Investment Manager.

These policies set standards for the high level assessment of risk and, monitoring and reporting of risk within the

business and analysis of reported operational risk events. Risk Related to Investment in Specific Countries, Regions or Sectors

The Trust’s investments are concentrated in specific industry sectors, instruments, countries or regions. The value of the Trust may be more volatile than that of a fund having a more diverse portfolio of investments. The value of the Trust may be more susceptible to adverse economic, political, policy, foreign exchange, liquidity, tax, legal or regulatory events affecting a market in a country or region. Risk Related to Investment in Europe- European Sovereign Debt Crisis

A Trust may invest substantially in Europe. The current Eurozone crisis continues to raise uncertainty with some or no clarity on an enduring solution. Any adverse events, such as among others, the downgrading of the credit rating of a European country, the default or bankruptcy of one or more sovereigns within the Eurozone, the departure of some, or all, relevant EU Member States from the Eurozone, or any combination of the above or other economic or political events may have a negative impact on the value of the Trusts. In light of ongoing concerns on the sovereign debt risk of certain countries within the Eurozone, the Trust’s investments in the region may be subject to higher volatility, liquidity, currency and default risks associated with investments in Europe. These may lead to the partial or full break-up of the Eurozone, or with the result that the Euro may no longer be a valid trading currency. These events may increase volatility, liquidity and currency risks associated with investments in Europe and may adversely impact the performance and value of a Trust. If certain countries cease to use Euro as their local currency, the transition by a EU Member State away from the Euro or the dissolution of the Euro may require the redenomination of some, or all, Euro-denominated sovereign debt, corporate debt and securities (including equity securities). This may have an adverse impact on the liquidity of the Trust’s Euro-denominated assets and on the performance of a Trust which holds such assets. A Eurozone break-up or exit from the Euro might also lead to additional performance, legal and operational risks to a Trust and may cause uncertainty as to the operation of certain terms of agreements that are governed by the law of an exiting EU Member State. While the governments of many European countries, the European Commission, the European Central Bank, the International Monetary Fund and other authorities are taking measures (such as undertaking economic reforms and imposing austerity measures on citizens) to address the current fiscal conditions, there are concerns that these measures may not have the desired effect and the future stability and growth of Europe remains uncertain. If a crisis occurs, economic recovery may take some time and future growth will be affected. The performance and value of a Trust may potentially be adversely affected by any or all of the above factors, or there may be unintended consequences in addition to the above arising from the potential European crisis that may adversely affect the performance and value of a Trust. It is also possible that a large number of investors could decide to redeem their investments in a Trust at the same time. Investors also need to bear in mind that the events in Europe may spread to other parts of the world, affecting the global financial system and other local economies, and ultimately adversely affecting the performance and value of a Trust. Risk Related to Investment in Emerging Markets (and/or Frontier Markets)

The Trust invests in emerging markets which may involve increased risks and special considerations not typically associated with investment in more developed markets, such as liquidity risks, currency risks/control, political and economic uncertainties, legal and taxation risks, settlement risks, custody risk and the likelihood of a high degree of volatility. Currency conversion and repatriation of investment income, capital and proceeds of sale by a Trust may be limited or require governmental consents. A Trust could be adversely affected by delays in, or refusal to grant, any such approval for the repatriation of funds or by any official intervention affecting the process of settlement of transactions. Stock exchanges and other such clearing infrastructure may lack liquidity and robust procedures and may be susceptible to interference. Political, Social and Economic Instability Some countries have a higher than usual risk of nationalisation, expropriation or confiscatory taxation, any of which might have an adverse effect on a Trust’s investments in those countries. Developing countries can be subject to a higher than usual risk of political change, government regulation, social instability or diplomatic developments (including war) which could adversely affect the economies of such countries and thus a Trust’s investments in those countries. Furthermore, it may be difficult for the Trust to obtain effective enforcement of its rights in certain developing countries. Market Liquidity and Foreign Investment Infrastructure Trading volume on the stock exchange of most developing countries can be substantially less than in the leading stock markets of the developed world, so that the purchase and sale of holdings may take longer. Volatility of prices can be greater than in the developed world. This may result in considerable volatility in the value of the Trust and, if sales of a significant amount of securities have to be effected at short notice in order to meet redemption requests, such sales may have to be effected at unfavourable prices which could have an adverse effect on the value of the Trust and therefore the Dealing price.

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In certain developing countries, portfolio investment by foreign investors (such as these Trusts) may require consent or be subject to restrictions. These restrictions and any further restrictions introduced in the future could limit the availability to these Trusts of attractive investment opportunities. Corporate Disclosure, Accounting and Regulatory Standards Companies in developing countries are generally not subject to accounting, auditing and financial reporting standards, practices and disclosure requirements comparable to those applicable to companies in the developed world. In addition, there is generally less government supervision and regulation of stock exchanges, brokers and listed companies in most developing countries than in countries with more advanced securities markets. As a result, there may be less information available publicly to investors in developing country securities; such information as is available may be less reliable. Availability and Reliability of Official Data Less statistical data is available in relation to the securities markets of developing countries relative to the securities markets in, for example, the United Kingdom; such data as is available may be less reliable. Legal Risk Many laws in developing countries are new and largely untested. As a result the Trust may be subject to a number of risks, including but not limited to inadequate investor protection, contradictory legislation, incomplete, unclear and changing laws, lack of established avenues for legal redress and a lack of enforcement of existing regulations. Furthermore, it may be difficult to obtain and enforce a judgement in certain countries in which assets of the Trust are invested. Taxation Taxation of dividends and capital gains received by foreign investors varies among developing countries and, in some cases, is comparatively high. In addition, developing countries typically have less well defined tax laws and procedures and such laws may permit retroactive taxation so that these Trusts could in the future become subject to a local tax liability that had not reasonably been anticipated in the conduct of investment activities or the valuation of the assets of these Trusts. Such uncertainty could necessitate significant provisions being made in the Net Asset Values per Unit calculations for foreign taxes.

Settlement and Custody Risk As these Trusts invest in markets where the trading, settlement and custodial systems are not fully developed, there is an increased risk of the assets of a Trust which are traded in such markets being lost through fraud, negligence, oversight or catastrophe such as a fire. High market volatility and potential settlement difficulties in the markets may also result in significant fluctuations in the prices of the securities traded on such markets and thereby may adversely affect the value of the Trust. In other circumstances such as the insolvency of a sub-custodian or registrar, or retroactive application of legislation, the Trusts may not be able to establish title to investments made and may suffer loss as a result. In such circumstances, the Trust may find it impossible to enforce its right against third parties. As these Trusts may invest in markets where the trading, settlement and custodial systems are not fully developed, the assets of such Trust which are traded in such markets and which have been entrusted to sub-custodians in such markets may be exposed to risk in circumstances in which the Trustee will have no liability. Risk Related to Investments in China

Certain Trusts may make investments that are tied economically to issuers from the PRC. Investing in the Chinese

securities markets is subject to both emerging market risks as well as country specific risks. Political changes,

restrictions on currency exchange, exchange monitoring, taxes, limitations on foreign capital investments and capital

repatriation can also affect investment performance.

Investment in Chinese securities may involve certain custodial risks. For example, the evidence of title of exchange

traded securities in the PRC consists only of electronic book-entries in the depository and/or registry associated with the

relevant exchange. These arrangements of the depositories and registries may not be fully tested with regard to their

efficiency, accuracy and security.

Investment in the PRC remains sensitive to any major change in economic, social and political policy in the PRC. The

capital growth and thus the performance of these investments may be adversely affected due to such sensitivity. The

PRC government’s control of future movements in exchange rates and currency conversion may have an adverse impact

on the operations and financial results of the companies in which a Trust invests. In addition, Chinese accounting

standards may differ from international accounting standards. RMB is currently not a freely convertible currency and is

subject to exchange control policies and restrictions. The value of the assets of a Trust as measured in the Base

Currency of such Trust may be affected unfavourably by fluctuations in currency rates and exchange control regulations.

There can be no assurance that the RMB will not be subject to devaluation or revaluation or that shortages in the

availability of foreign currency will not develop. Non-RMB based investors are exposed to foreign exchange risk and

there is no guarantee that the value of RMB against the investors’ base currencies will not depreciate. Any depreciation

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of RMB could adversely affect the value of investor’s investment in a Trust. Although offshore RMB (“CNH”) and

onshore RMB (“CNY”) are the same currency, they trade at different rates. Any divergence between CNH and CNY may

adversely impact investors. Under exceptional circumstances, payment of redemptions and/or dividend payment in RMB

may be delayed due to the exchange controls and restrictions applicable to RMB.

Under the prevailing PRC tax policy, there are certain tax incentives available to PRC companies with foreign

investments. However, there is a possibility that the tax laws, regulations and practice in the PRC may be subject to

change and that such changes may have retrospective effect. There is no assurance that tax incentives currently offered

to foreign companies will not be abolished in the future. In addition, by investing in Chinese securities including China A

shares, China B shares, and Chinese domestic bonds (including indirectly through investment in other CIS or

participation notes), a Trust may be subject to withholding and other taxes imposed in the PRC which cannot be

eliminated by any applicable double taxation treaty and/or any applicable tax exemptions. There are risks and

uncertainties associated with the current PRC tax laws, regulations and practice in respect of capital gains and/or

interest/dividends realised from investments of a Trust made via the Shanghai Hong Kong Stock Connect Scheme or the

Shenzhen Hong Kong Stock Connect Scheme (together the “Connect Schemes”), RQFII quota, the CIBM Initiative

and/or Bond Connect, or any other initiative which provides a Trust with access to the PRC financial markets and/or

exposure to PRC issuers. There is also no specific written guidance by the PRC tax authorities on the treatment of

income tax and other tax categories payable in respect of trading in China Interbank Bond Market by eligible foreign

institutional investors. Hence it is uncertain as to a Trust’s tax liabilities in respect of any investments in PRC securities.

Any increased tax liabilities may adversely affect a Trust’s Net Asset Value. Such uncertainty could necessitate tax

provisions being made in the Net Asset Value per Unit calculations for foreign taxes while it could also result in a Trust

incurring the cost of a payment made in good faith to a fiscal authority where it was eventually found that a payment

need not have been made. With the potential uncertainty concerning the tax treatment of investments in Chinese

securities, the possibility of tax rules being changed and the possibility of taxes or tax liabilities being applied

retroactively, any provisions for taxation made by the relevant Trusts at any time may prove to be excessive or

inadequate to meet any eventual tax liabilities. Consequently, investors may be advantaged or disadvantaged depending

on the position of the Chinese tax authorities in the future and the level of tax provisions proving to be either excessive or

inadequate either when they subscribed or redeemed their Units in the relevant Trusts. In the event that tax provisions

are made, any shortfall between the provision and the actual tax liabilities, which will be debited from a Trust’s assets,

will adversely affect such Trust’s Net Asset Value. The actual tax liabilities may be lower than the tax provision made.

Depending on the timing of their subscriptions and/or redemptions, investors may be disadvantaged as a result of any

shortfall of tax provision and will not have the right to claim any part of the overprovision (as the case may be).

Currently, foreign investors may only invest in China A shares, China domestic bonds and the PRC domestic securities

market(s); (1) through quotas approved under the QFII Regulations and/or RQFII Regulations; (2) through the Connect

Schemes; (3) as a strategic investor under applicable PRC regulations; and/or (4) through the Foreign Access Regime

(as defined below). Foreign investors may invest in China B shares directly. It is possible that there will be other means

approved by the relevant regulators to permit direct investment in China A shares and/or Chinese domestic bonds in the

future. Where consistent with and within a Trust’s investment objective and strategy, it is anticipated that a Trust may

obtain direct exposure to China A shares and/or Chinese domestic bonds via the applicable means set out above,

subject to obtaining appropriate licences, registration and/or quotas where necessary. It may also be possible to obtain

indirect exposure to China A shares, China B shares and/or domestic Chinese bonds through investment in other eligible

collective investment schemes or participation notes. A Trust may invest in China A shares, China B shares and/or

domestic Chinese bonds provided that such investment is in accordance with the requirements of the FCA Rules and the

relevant regulatory authorities in the People’s Republic of China. Unless otherwise specified in the particulars relating to

each Trust in Appendix A, it is not intended that it will invest, whether directly or indirectly, more than 10% of its Net

Asset Value in China A and China B shares and/or more than 10% of its Net Asset Value in domestic Chinese bonds.

Should this intention be changed, at least one month’s prior notice will be given to investors of the relevant Trust and the

Prospectus will be updated accordingly.

Connect Schemes and Related Risks

The Connect Schemes are securities trading and clearing linked programmes developed by the Stock Exchange of Hong

Kong (“SEHK”), Hong Kong Exchanges and Clearing Limited (“HKEx”), Shanghai Stock Exchange (“SSE”)/ Shenzhen

Stock Exchange (“SZSE”) (as the case may be) and China Securities Depository and Clearing Corporation Limited

(“ChinaClear”) with the aim to achieve mutual stock market access between Mainland China and Hong Kong.

Under the Northbound Shanghai Trading Link, investors, through their Hong Kong brokers and a securities trading

service company established by the SEHK, may be able to trade China A shares listed in the SSE (“SSE Securities”),

subject to the rules of the Shanghai Hong Kong Stock Connect Scheme. SSE Securities, as of the date of this

Prospectus, include shares listed on the SSE that are (a) constituent stocks of SSE 180 Index; (b) constituent stocks of

SSE 380 Index; (c) China A shares listed on the SSE that are not constituent stocks of the SSE 180 Index or SSE 380

Index but which have corresponding China H shares accepted for listing and trading on SEHK, provided that: (i) they are

not traded on the SSE in currencies other than RMB (ii) they are not under risk alert.

Similarly, under the Northbound Shenzhen Trading Link, through their Hong Kong brokers and a securities trading

service company established by SEHK, Hong Kong and overseas investors may be able to trade China A shares listed in

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the SZSE (“SZSE Securities”), subject to the rules of the Shenzhen Hong Kong Stock Connect Scheme. SZSE

Securities, as of the date of the Prospectus, include (a) all the constituent stocks of the SZSE Component Index and

SZSE Small/Mid Cap Innovation Index which has a market capitalisation of not less than RMB 6 billion, and (b) China A

shares listed on the SZSE which have corresponding China H shares accepted for listing and trading on SEHK, provided

that: (i) they are not traded on the SZSE in currencies other than RMB (ii) they are not under risk alert or under delisting

arrangement. At the initial stage of the Shenzhen Hong Kong Stock Connect, investors eligible to trade shares that are

listed on the ChiNext Board under Northbound trading will be limited to institutional professional investors as defined in

the relevant Hong Kong rules and regulations, including each relevant Trust.

SEHK may include or exclude securities as SSE Securities/ SZSE Securities and may change the eligibility of shares for

trading on the Northbound Shanghai Trading Link/ Northbound Shenzhen Trading Link (as the case may be). When a

stock is recalled from the scope of eligible stocks for trading via the Connect Schemes, the stock can only be sold but

restricted from being bought. This may affect the investment portfolio or strategies of a Trust, for example, when a Trust

wishes to purchase a stock which is recalled from the scope of eligible stocks.

It is contemplated that SEHK and SSE/SZSE would reserve the right to suspend Northbound and/or Southbound trading

if necessary to ensure an orderly and fair market and that risks are managed prudently. Consent from the relevant

regulator(s) would be sought before a suspension is triggered. Where a suspension in the Northbound trading is

affected, the ability of certain Trusts to access the China A share market through Connect Schemes will be adversely

affected.

Differences in trading days between the PRC stock markets and days on which the Connect Schemes operate may also

result in a Trust being subject to risk of price fluctuation and may negatively impact the Net Asset Value of a Trust.

Investors should also note that the relevant rules and regulations on Connect Schemes are subject to change which may

have potential retrospective effect; additional rules and regulations relating to the Connect Schemes may also be

promulgated in the future. The Connect Schemes are subject to quota limitations. Where a suspension in the trading

through the programme is effected, a Trust’s ability to invest in China A shares or access the PRC market through the

programme will be adversely affected. In such event, a Trust’s ability to achieve its investment objective could be

negatively affected.

The SSE Securities and SZSE Securities in respect of a Trust are held by the custodian/sub-custodian in accounts in the

Central Clearing and Settlement System (“CCASS”) maintained by the Hong Kong Securities Clearing Company Limited

(“HKSCC”) as central securities depositary in Hong Kong. HKSCC in turn holds the SSE Securities and SZSE

Securities, as the nominee holder, through an omnibus securities account in its name registered with ChinaClear for

each of the Connect Schemes. While the relevant CSRC regulations and ChinaClear rules generally provide for the

concept of a “nominee holder”, Hong Kong and overseas investors (such as the Trusts) would be recognised as having

beneficial ownership in the SSE Securities and SZSE Securities. The precise nature and rights of a Trust as the

beneficial owner of the SSE Securities and SZSE Securities through HKSCC as nominee is not well defined under PRC

law. There is lack of a clear definition of, and distinction between, “legal ownership” and “beneficial ownership” under

PRC law and there have been few cases involving a nominee account structure in the PRC courts. Therefore, the exact

nature and methods of enforcement of the rights and interests of a Trust under PRC law is uncertain. Further, how an

investor, such as a relevant Trust, as the beneficial owner of SSE Securities and SZSE Securities under the stock

connect structure, exercises and enforces its right in the PRC courts are yet to be tested. Because of this uncertainty, in

the unlikely event that HKSCC becomes subject to winding up proceedings in Hong Kong it may not be possible to say

with certainty if the SSE Securities and SZSE Securities will be regarded as held for the beneficial ownership of a Trust

or as part of the general assets of HKSCC available for general distribution to its creditors.

Trusts which invest in stocks listed on Small and Medium Enterprise Board of the SZSE (“SME Board”) and/or ChiNext

Board may be subject to higher fluctuation in stock prices and liquidity and have higher risks and turnover ratios than

companies listed on the Main Board of the SZSE (“Main Board”). Stocks listed on SME Board and/or ChiNext Board may

be overvalued and may not be sustainable. Stock price may be more susceptible to manipulation due to fewer circulating

shares. The rules and regulations regarding companies listed on ChiNext Board are less stringent in terms of profitability

and share capital than those in the Main Board and SME Board. It may be more common and faster for companies listed

on the SME Board and/or ChiNext Board to delist. This may have an adverse impact on a Trust if the companies that it

invests in are delisted. Investments in the SME Board and/or ChiNext Board may result in significant losses for a Trust

and its investors.

Investments through the Connect Schemes are also subject to additional risks such as registration/default risk, regulatory

risk and risks relating to other China specific investment requirements/rules/regulations (e.g. short swing profit rule and

foreign holding restrictions), currency risks, possibility of more limited participation in corporate actions and shareholders’

meeting, operational risk relating to the systems of market participants, risks relating to the requirement of front-end

monitoring. As a result, a Trust’s ability to access the China A share market (and hence to pursue its investment

strategy) may be adversely affected and/or a Trust’s Net Asset Value may be negatively impacted. It should also be

noted that a Trust’s investments through Northbound trading under Connect Scheme will not benefit from any local

investor compensation schemes nor will they be covered by Hong Kong’s Investor Compensation Fund.

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There are various rules and regulations relating to the operation of the Connect Schemes, including the trading

arrangements, clearing, settlement and custody arrangements, investor and participant eligibility etc. Further information

may be obtained via the following: https://www.hkex.com.hk/Mutual-Market/Stock-Connect?sc_lang=en

Foreign Access Regime (as defined below and related risks)

A Trust can invest in the China Interbank Bond Market via the CIBM Initiative, Bond Connect and subject to any other

rules and regulations and administrative procedures as promulgated by the Mainland Chinese authorities (“Foreign

Access Regime”).

Under the prevailing regulations in the PRC, foreign institutional investors who wish to invest directly in China Interbank

Bond Market may do so via an onshore settlement agent (as in CIBM Initiative) or offshore custody agent (as in Bond

Connect) and such agent will carry out the relevant filings and account opening with the relevant authorities. There is no

quota limitation. As such, relevant Trusts may be subject to the risks of default or errors on the part of such agents.

The Foreign Access Regime rules and regulations are subject to change which may have potential retrospective effect.

In the event that the relevant Mainland Chinese authorities suspend account opening or trading on the China Interbank

Bond Market, a Trust’s ability to invest in the China Interbank Bond Market will be adversely affected. In such event, a

Trust’s ability to achieve its investment objective will be negatively affected.

Market volatility and potential lack of liquidity due to low trading volume of certain debt securities in the China Interbank

Bond Market may result in prices of such securities to fluctuate significantly. A Trust investing in such securities is

therefore subject to liquidity and volatility risks. The bid and offer spreads of the prices of such securities may be large,

and a Trust may therefore incur significant trading and realisation costs and may even suffer losses when selling such

securities.

To the extent that a Trust transacts in the China Interbank Bond Market, a Trust may also be exposed to risks associated

with settlement procedures and default of counterparties. The counterparty which has entered into a transaction with a

Trust may default in its obligation to settle the transaction by delivery of the relevant security or by payment for value.

Investment in the PRC bond market may also be subject to credit rating risks. The PRC domestic credit rating regime

has yet to be reconciled with international standards. Other than certain bonds issued by the governmental entities, large

banks and enterprises which are rated by international credit standards, most bond credit evaluations are still based on

ratings given by domestic credit rating agencies. This may create difficulties for a Trust to correctly assess the credit

quality and credit risk of its bond investment. Domestic Chinese bonds invested in by a Trust may be rated below

investment grade or may not be rated by any rating agency of an international standard. Such securities are generally

subject to a higher degree of credit risk and a lower degree of liquidity, which may result in greater fluctuations in value.

The value of these securities may also be more difficult to ascertain and thus the Net Asset Value of a Trust which

invests in such securities may be more volatile. Investors should therefore be aware that an investment in such a Trust

is subject to higher volatility, price fluctuations and risks than an investment in bond products in more developed markets.

Investing in domestic Chinese bonds via CIBM Initiative and/or Bond Connect is also subject to regulatory risks. The

relevant rules and regulations of these regimes are subject to change which may have potential retrospective effect. In

the event that the relevant Mainland Chinese authorities suspend account opening or trading on the China Interbank

Bond Market, or recall any types of bond products from the scope of investable bonds, a Trust’s ability to invest in

domestic Chinese bonds will be adversely affected. In such event, a Trust’s ability to achieve its investment objective will

be negatively affected and, after exhausting other trading alternatives, such Trust may suffer substantial losses as a

result.

The CIBM Initiatives require a Trust investing through such initiatives to appoint an onshore custodian/agent bank. In the

case where such custodian/agent bank refuses to act in accordance with the instructions of the Trust or in the rare case

where the custodian/agent itself is insolvent, the enforcement of the trading documents and against the underlying assets

may be subject to delay and uncertainty. Under PRC law, in case of liquidation or bankruptcy, although the assets kept in

the custody of the PRC custodian banks in favour of the Trust are ring-fenced from the proprietary assets of the

custodian, the retrieval of custodian assets may be subject to various legal procedures that are time-consuming.

Trading through Bond Connect is performed through newly developed trading platforms and operational systems. There

is no assurance that such systems will function properly or will continue to be adapted to changes and developments in

the market. In the event that the relevant systems fail to function properly, trading through Bond Connect may be

disrupted. A Trust’s ability to trade through Bond Connect (and hence to pursue its investment strategy) may therefore be

adversely affected. In addition, where a Trust invests in the China Interbank Bond Market through Bond Connect, it may

be subject to risks of delays inherent in the order placing and/or settlement systems.

Under the Bond Connect, a trading order can only be executed with onshore market makers approved by the Chinese

regulators as the counterparty. The debt securities purchased through Bond Connect generally may not be sold,

purchased or otherwise transferred other than through Bond Connect in accordance with applicable rules. This may

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expose the Trust to settlement risks if its counterparty defaults and limit the Trust’s ability to execute trades with different

counterparties.

Debt securities purchased via Bond Connect will be held in the name of CMU. The Trust’s ownership in those debt

securities may not be reflected directly in record entry with CCDC/SHCH and will instead be reflected on the record of

CMU. The Trust may therefore depend on CMU’s ability or willingness as the record holder of debt securities purchased

under Bond Connect to enforce the ownership rights on behalf of and for the benefit of the Trust. If the Trust wishes to

enforce directly its ownership rights or creditor rights against the bond issuers, there lacks judicial precedents in China

whether such an action will be recognised and enforced by the Chinese courts.

QFII Regime and Related Risks

The QFII regime, which allows qualifying foreign investors to invest directly in certain securities in Mainland China, is

governed by rules and regulations promulgated by the relevant authorities in Mainland China, including the CSRC, the

State Administration of Foreign Exchange (“SAFE”) and the People’s Bank of China (“PBOC”) and/or other relevant

authorities. Investments through the QFII regime are required to be made through holders of QFII licence and

appropriate investment quota. Certain investment managers that meet the relevant prescribed eligibility requirements

under the QFII Regulations may in the future apply to be granted a QFII licence and quota. Should the required QFII

licence and investment quota be obtained in the future, certain Trusts may invest directly in Mainland China via the QFII

regime.

In the event that a Trust invests via the QFII regime in the future, investors should note that a Trust’s ability to make such

investments or to fully implement or pursue its investment objective and strategy are subject to the applicable laws, rules

and regulations (including the then prevailing exchange controls and other prevailing requirements of the PRC including

rules on investment restrictions and repatriation and remittance of principal and profits) in the PRC, which are subject to

change and any such changes may have potential retrospective effect.

In addition, there can be no assurance that the QFII Regulations will not be abolished. A Trust, which invests in the PRC

markets through the QFII regime, may be adversely affected as a result of such changes.

Where a Trust invests in China A shares or other securities in the PRC through the QFII regime, such securities will be

held by a local custodian (“QFII Custodian”) appointed by the QFII in accordance with QFII Regulations. The QFII

Custodian may open one or more securities account(s) in the name of the QFII licence holder for the account of the

relevant Trust in accordance with PRC laws and a Trust may be subject to custodial risk. If the QFII Custodian defaults, a

Trust may suffer substantial losses. In the event of liquidation of the QFII Custodian, relevant PRC laws will apply and

cash deposited in the cash account of the relevant Trust with the QFII Custodian will form part of its assets in the PRC

and a Trust will become an unsecured creditor for such amount.

A Trust investing via the QFII regime may also incur losses due to a default, act or omission of the QFII Custodian or

PRC brokers in the execution or settlement of any transaction or in the transfer of any funds or securities. In such event,

a Trust investing via the QFII regime may be adversely affected in the execution or settlement of any transaction or in the

transfer of any funds or securities.

The QFII Regulations currently sets out certain requirements relating to repatriation of funds and the process of

repatriation may be delayed due to completion of any such requirements. The SAFE may also implement measures to

administer the repatriation of funds by QFIIs depending on the PRC’s economic and financial trends, the demand and

supply of the foreign exchange market and the balance of international payments. In such event, a Trust’s ability to meet

redemption requests may be impacted.

Further, the QFII licence of a QFII licence holder may be revoked or terminated or otherwise invalidated at any time by

reason of a change in applicable law, regulations, policy, practice or other circumstances, an act or omission of the QFII

licence holder or for any other reasons.

There are rules and restrictions under QFII Regulations, including rules on remittance of principal, investment restrictions

and repatriation of funds which will apply to the QFII licence holder as a whole and not simply apply to the investment

made for the account of a Trust. As the QFII quota of the QFII licence holder may also be utilised by parties other than a

Trust, investors should be aware that violations of the QFII Regulations on investments arising out of activities of such

other parties could result in the revocation of or other regulatory action in respect of the QFII quota of the QFII licence

holder as a whole, including any portion utilised by a Trust. Hence, the ability of a Trust to make investments may be

adversely affected by other funds or clients investing through the same QFII licence holder.

Investors should note that there can be no assurance that the QFII licence holder will continue to make available its QFII

quota, or a Trust will be allocated a sufficient portion of QFII quota to meet proposed investments of a Trust. A Trust

may suffer losses if there is insufficient QFII quota allocated to it to make investments, the approval of the QFII is being

revoked/terminated or otherwise invalidated as a Trust may be prohibited from trading of relevant securities, or if any of

the key operators or parties (including QFII Custodian/brokers) is bankrupt/in default and/or is disqualified from

performing its obligations (including execution or settlement of any transaction or transfer of monies or securities).

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RQFII Regime and Related Risks

The RQFII regime, which allows Renminbi qualified foreign investors to invest Renminbi raised outside of Mainland

China directly in certain securities in Mainland China, is governed by rules and regulations as promulgated by the

relevant authorities in the PRC, including the CSRC, the SAFE and the PBOC and/or other relevant authorities.

Certain investment managers that meet the relevant prescribed eligibility requirements under the RQFII Regulations may

in the future apply to be granted a RQFII license and quota (each a “Barings RQFII, together “Barings RQFIIs”).

As the RQFII Regulations have a relatively short history and their application and interpretation remain relatively

untested, there is uncertainty as to how they will be applied and interpreted by the PRC authorities or how regulators

may exercise the wide discretionary powers given to them thereunder in future. A Trust’s ability to make the relevant

investments or to fully implement or pursue its investment objective and strategy is subject to the applicable laws, rules

and regulations (including restrictions on investments and repatriation of principal and profits) in the PRC, which are

subject to change and such change may have potential retrospective effect. Any changes to the relevant rules may have

a material adverse impact on Unitholders’ investment in a Trust. A Trust’s ability to invest in Mainland China via the

RQFII regime is also subject to a Barings RQFII having sufficient RQFII quota being allocated to such Trust.

A Trust may suffer losses if there is insufficient RQFII quota allocated for such Trust to make investments, the approval

of a Barings RQFII is being revoked/terminated or otherwise invalidated as the relevant Trust may be prohibited from

trading of relevant securities and repatriation of such Trust’s monies, or if any of the key operators or parties (including

RQFII Custodian (as defined below)/PRC brokers) is bankrupt/in default and/or is disqualified from performing its

obligations (including execution or settlement of any transaction or transfer of monies or securities).

A Trust may be impacted by the rules and restrictions under the RQFII Regulations (including investment restrictions,

limitations on foreign ownership or holdings), which may have an adverse impact on its performance and/or its liquidity.

Repatriations by RQFIIs in respect of an open-ended RQFII fund (as defined under RQFII Regulations), are currently not

subject to repatriation restrictions or prior approval. There is no assurance, however, that RQFII Regulations will not

change or that repatriation restrictions will not be imposed in the future. Any restrictions on repatriation may impact on

the relevant Trust’s ability to meet redemption requests. In extreme circumstances, the relevant Trusts may incur

significant loss due to limited investment capabilities, or may not be able fully to implement or pursue its investment

objectives or strategies, due to RQFII investment restrictions, illiquidity of the PRC’s securities market, and delay or

disruption in execution of trades or in settlement of trades.

Where a Trust invests in Mainland China through the RQFII regime, such securities will be held by a local custodian (the

“RQFII Custodian“) pursuant to PRC regulations. Cash shall be maintained in a cash account with the RQFII Custodian.

Cash deposited in the cash account of the relevant Trusts with the RQFII Custodian will not be segregated but will be a

debt owing from the RQFII Custodian to the relevant Trusts as a depositor. Such cash will be co-mingled with cash

belonging to other clients of the RQFII Custodian. In the event of bankruptcy or liquidation of the RQFII Custodian, the

relevant Trusts will not have any proprietary rights to the cash deposited in such cash account, and the relevant Trusts

will become an unsecured creditor, ranking pari passu with all other unsecured creditors, of the RQFII Custodian. The

relevant Trust may face difficulty and/or encounter delays in recovering such debt, or may not be able to recover it in full

or at all, in which case the relevant Trust will suffer losses.

Also, a Trust may incur losses due to the acts or omissions of the RQFII Custodian or PRC brokers in the execution or

settlement of any transaction or in the transfer of any funds or securities. In such event, the relevant Trust may be

adversely affected in the execution or settlement of any transaction or in the transfer of any funds or securities. Risk Related to Investment in Korea

The risks inherent in Korean securities are of a nature and degree not typically encountered in investment in securities of listed companies on other major securities markets. Due to the outbreak of natural calamities, wars, conflict of arms or grave and sudden changes in domestic or foreign economic circumstances or other equivalent situations, the Ministry of Finance and Economy (MOFE) may temporarily suspend payment, receipt of transactions to which the relevant Foreign Exchange Transactions laws and regulations apply, or impose an obligation to safekeep, deposit or sell means of payment in or to certain Korean governmental agencies or financial institutions. If the international balance of payments and international finance are likely to be confronted with serious difficulty or the movement of capital between Korea and abroad is likely to bring about serious obstacles in carrying out Korean government’s currency policies, exchange rate policies and other macroeconomic policies, the MOFE may require any person who intends to perform capital transactions to obtain permission or to deposit part of the payments received in such transactions at certain Korean governmental agencies or financial institutions, subject to certain limitations. Risk Related to Investment in Russia

Investments in companies organised in or who principally do business in Russia pose special risks, including economic and political unrest and may lack a transparent and reliable legal system for enforcing the rights of creditors and Unitholders of the Trusts. Furthermore, the standard of corporate governance and investor protection in Russia may not

25

be equivalent to that provided in other jurisdictions. Evidence of legal title to shares in a Russian company is maintained in book entry form. In order to register an interest of the Trust’s units an individual must travel to the company’s registrar and open an account with the registrar. The individual will be provided with an extract of the share register detailing his interests but the only document recognised as conclusive evidence of title is the register itself. Registrars are not subject to effective government supervision. There is a possibility that the Trust could lose their registration through fraud, negligence, oversight or catastrophe such as a fire. Registrars are not required to maintain insurance against these occurrences and are unlikely to have sufficient assets to compensate the Trust in the event of loss. In other circumstances such as the insolvency of a sub-custodian or registrar, or retroactive application of legislation, the Trusts may not be able to establish title to investments made and may suffer loss as a result. In such circumstances, the Trust may find it impossible to enforce its right against third parties.

Fees and Expenses Manager’s Preliminary Charge

The Manager is permitted to levy a Preliminary Charge set as a percentage of the price of a Unit of a Trust, out of which remuneration is payable to qualified intermediaries. The Preliminary Charge in respect of each of the Trusts is specified in the particulars relating to each Trust in Appendix A. Any increase to the Preliminary Charge may only be made after the Manager has given 60 days’ prior notice in writing to those holders of Units who ought reasonably be known to the Manager to have made an arrangement for the purchase of Units at regular intervals. The Manager will also revise this Prospectus to reflect the new rate of the Preliminary Charge and the date of its commencement. The Manager may reduce or waive the Preliminary Charge at its discretion.

Annual Management Fee

The Manager is entitled under the Trust Deed of each Trust to make a periodic management charge, set by the Manager, in the amount set out in the particulars relating to each Trust in Appendix A. The value of the property of a Trust is determined on a mid-market basis in accordance with the Rules. The periodic charge is calculated daily on each Business Day, based on the value of the property of the relevant Trust on the immediately preceding Business Day and shall be paid to the Manager monthly in arrears on the first Business Day of the calendar month immediately following. The present periodic charge made by the Manager in respect of each Trust is specified in the particulars relating to each Trust in Appendix A.

Any increase to the current periodic charge may only be made after the Manager has given 60 days prior notice in writing to Unitholders. The Manager will also revise this Prospectus to reflect the proposed new rate of the periodic charge and the date of its commencement. Trustee Charges and Expenses

In consideration for the services performed by the Trustee the Trustee shall be entitled to receive out of the scheme property of the Trusts, with effect from the Dealing Day on which Units of any Class are first allotted a fee, which is calculated and payable in the same manner as the management charge. The rate of the periodic fee is agreed between the Manager and the Trustee and is calculated on a sliding scale for the Trust on the following basis.

Value of Property of Trust

The value of the property of a Trust is determined on a mid-market basis in accordance with the Rules. The rate of the periodic fee is agreed between the Manager and the Trustee.

The current charge is calculated on a sliding scale as set out below:

VALUE OF PROPERTY OF THE TRUST

BELOW £150 MILLION £150-£350 MILLION OVER £350 MILLION

All Trusts excluding Bond Trusts 0.0200% 0.0175% 0.0100%

VALUE OF THE PROPERTY OF THE TRUST

BELOW £200 MILLION £200-£400 MILLION OVER £400 MILLION

All Bond Trusts 0.0175% 0.0150% 0.0100%

These rates can be varied from time to time in accordance with the COLL.

The first accrual in relation to a Trust will take place in respect of the period beginning on the day on which the first

valuation of the Trust is made and ending on the last Business Day of the month in which that day falls.

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In addition to the periodic fee referred to above, the Trustee shall also be entitled to be paid transaction and custody charges in relation to transaction handling and safekeeping of the scheme property as follows:

Item Range

Transaction Charges £8.50 to £110

Custody Charges 0.0035% to 1.0800% (per annum)

These charges vary from country to country depending on the markets and the type of transaction involved. Transaction charges accrue at the time the transactions are effected and are payable as soon as is reasonably practicable, and in any event not later than the last Business Day of the month when such charges arose or as otherwise agreed between the Trustee and the Manager. Custody charges accrue and are payable as agreed from time to time by the Manager and the Trustee.

Where relevant, the Trustee may make a charge for its services in relation to: distributions, the provision of banking services, holding money on deposit, lending money, or engaging in stock lending or derivative transactions, in relation to the Trust and may purchase or sell or deal in the purchase or sale of scheme property, provided always that the services concerned and any such dealing are in accordance with the provisions of COLL. The Trustee will also be entitled to payment and reimbursement of all costs, liabilities and expenses properly incurred in the performance of, or arranging the performance of, functions conferred on it by the relevant Trust Deed, COLL or by the general law. On a winding up of a Trust the Trustee will be entitled to its pro rata fees, charges and expenses to the date of winding up, the termination, or the redemption (as appropriate) and any additional expenses necessarily realised in settling or receiving any outstanding obligations. Any value added tax on any fees, charges or expenses payable to the Trustee will be added to such fees, charges or expenses. In each such case such payments, expenses and disbursements may be payable to any person (including the Manager or any associate or nominee of the Trustee or of the Manager) who has had the relevant duty delegated to it pursuant to COLL by the Trustee.

Other Expenses

The following expenses may be paid out of the property of the Trust:

(a) broker’s commission, fiscal charges and other disbursements which are:

(i) necessary to be incurred in effecting transactions for the Trust, and (ii) normally shown in Contract Notes, confirmation notes and difference accounts as appropriate;

(b) interest on borrowings permitted under the Trust and charges incurred in effecting or terminating such borrowings or in negotiating or varying the term of such borrowings;

(c) taxation and duties (if any) payable in respect of the property of the Trust, the Trust Deed or the issue of Units; (d) any costs incurred in modifying the Trust Deed, including costs incurred in respect of meetings of Unitholders

convened for purposes which include the purpose of modifying the Trust Deed, where the modification is: (i) necessary to implement or necessary as a direct consequence of changes in the law (including changes in

the Rules) or (ii) expedient having regard to any change in the law made by or under any fiscal enactment and which the

Manager and the Trustee agree is in the interests of Unitholders, or (iii) to remove from the Trust Deed obsolete provisions;

(e) any costs incurred in respect of meetings of Unitholders convened on a requisition by Unitholders not including the Manager or an associate of the Manager;

(f) liabilities on unitisation, amalgamation or reconstruction arising in certain circumstances specified in the Rules; (g) the audit fees properly payable to the Auditor and Value Added Tax thereon and any proper expenses of the

Auditor; (h) the fees of the FCA under the Financial Services and Markets Act 2000 or the corresponding periodic fees of any

regulatory authority in a country or territory outside the United Kingdom in which Units in the Trust are or may be marketed;

(i) fees and expenses in respect of establishing and maintaining the Register of Unitholders, including any sub-Registers kept for the purpose of the administration of ISAs; and

(j) Value Added Tax applicable from time to time to the items sets out in (a) to (i) above. Stamp Duty Reserve Tax Charges

SDRT on dealings in Units in authorised investment funds was abolished with effect from 1 April 2014. As a result

subscriptions and redemptions of Units are exempt from SDRT.

It should be noted that, subject to certain exemptions, where a transfer of Units in a Trust is made by an investor, other

than by the Manager transferring Units on the Register, SDRT is currently and it is envisaged will continue to be

chargeable at the rate of 0.5% of the consideration.

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Also, if a Unitholder redeems Units in specie in return for an appropriate value of assets out of the Trusts, there will be no

SDRT on UK equities provided the Unitholder receives a proportionate part of each holding. Otherwise the Unitholder will

be liable to SDRT at 0.5% on the value of any UK equities transferred.

Valuation of the Trusts The Manager deals on a forward price basis; that is to say, at the price for each Class of Unit in each Trust ruling at the next Valuation Point following receipt of a request to issue or redeem Units. Units will be “single priced”, with the same price for buying or selling on any particular day. This will be based on a mid-market valuation of the underlying investments without addition or deduction of a provision for dealing costs. Assets which are not investments are to be valued at a fair value. A preliminary charge payable to the Manager may increase the price for the investor buying Units, and exit charges (likewise payable to the Manager) may reduce the amount an investor receives on selling their Units. Determination of Net Asset Value

For the purposes of determining the prices at which Units may be issued, cancelled, sold or redeemed, the Manager will carry out a valuation of the property of each of the Trusts on each Business Day (a day on which The London Stock Exchange is open for business) with reference to a Valuation Point of 12:00 noon (London time) and commencing thereafter, other than such a day or days as the Manager may from time to time determine. Such a determination may be made where in the reasonable opinion of the Manager it is not possible in respect of 40% or more in value of the property of the Trust to ascertain a valuation of such property in accordance with and on the assumptions set out in the Rules. Valuation Basis

As stated above, all Trusts are single priced. Valuations for Trusts will be on a mid-market basis, which will form the basis for the single price at which Units are both issued and redeemed, subject to the imposition of any dilution adjustment as described below. The property of such Trusts (other than cash) shall be valued as follows:

a) if a single price for buying and selling Units is quoted, at the most recent available such price; or

b) if separate buying or selling prices are quoted for a collective investment scheme, the average of the two prices

provided the buying price has been reduced by a Preliminary Charge included therein and the selling price has been increased by any exit or redemption charge attributable thereto; or

c) if no price or recent available price exists, at a price which, in the opinion of the Manager, is fair and reasonable. Cash and amounts held in current and deposit accounts and in other time related deposits shall be valued at their nominal values. Where the Manager has reasonable grounds for believing that no reliable price exists for an investment at a Valuation Point, or that the most recent price available does not reflect the Manager’s best estimate of the value of the investment at the relevant Valuation Point, then the Manager may value the investment at a price which, in its opinion, reflects a fair and reasonable price for that investment. Additional Valuations

The Manager may at any time during a Dealing Day carry out additional valuations of the property of a Trust where they consider it desirable to do so. Pricing Basis

A single priced Trust has a single price for buying and selling Units on any Business Day and may be subject to the imposition of a dilution adjustment. Except in the case of a large deal, described elsewhere in this Prospectus with respect to dilution adjustment and to Stamp Duty Reserve Tax Charges, the Manager’s price for the sale of Units must not exceed the maximum sale price of the relevant Unit Class; that is a price fixed by the Manager which is to be notified to the Trustee in respect of the next Valuation Point. The maximum sale price for the Manager’s sale of Units to the investor must not exceed the total of the issue price (i.e. the price at which the Manager purchases Units from the Trustee) and the current Preliminary Charge, and must not be less than the minimum redemption price (the price paid by the Manager for each Unit it redeems from a Unitholder). Except in the case of a large deal, described elsewhere in this Prospectus with respect to dilution adjustment and to Stamp Duty Reserve Tax Charges, the Manager’s price for any redemption of Units must not be less than the relevant minimum redemption price, as above, of a Unit of the relevant Class which is to be notified to the Trustee in respect of the next Valuation Point.

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The minimum redemption price must not be less than the relevant cancellation price (this is the price for each Unit payable by the Trustee to the Manager on that cancellation). In the case of a large deal, the Manager’s price for redemption may be less than the minimum redemption price, but must not be less than the relevant cancellation price.

The Manager’s price for redemption of Units must not exceed the relevant issue price (this is the price for each Unit

payable by the Manager to the Trustee on that issue).

Publication of Prices

The Manager will publish the most recent price of each Unit Class in each Trust on the Barings website at www.barings.com. Units in the Trusts are not listed or dealt on any investment exchange. Prices can also be obtained by telephone on +44 (0) 333 300 0372. Prices are published in the currencies shown in Appendix A.

As the Manager deals on a forward pricing basis the published price will not necessarily be the same as the one at which

investors deal. A forward price is the price calculated at the next Valuation Point after the purchase or redemption is

deemed to be accepted by the Manager.

Fair Value Pricing

Fair value pricing (FVP) may be defined as the application of a Manager’s best estimate of the amount a Trust might receive on a sale, or expect to pay on a purchase, of one or more securities or even an entire portfolio of securities, at the time of the Trust’s Valuation Point, with the intention of producing a fairer Dealing Price, thereby protecting ongoing, incoming and outgoing investors. In the opinion of the Manager, where market conditions may be such that the last applicable real time quoted price or the Valuation Point does not capture the best reflection of the buying and selling price of a stock, FVP may be applied with prior consultation with the Trustee. Due to the time differences between the closing of the relevant securities exchanges and the time of the Trust’s Valuation Point, a Trust may fair value its investments more frequently than it does other securities and on some Trusts this may occur on a daily basis. The Manager has determined that movements in relevant indices or other appropriate market indicators, after the close of the securities exchanges, may demonstrate that market quotations are unreliable and may trigger fair value pricing for certain securities. Therefore the fair values assigned to a Trust’s investments may not be the quoted or published prices of the investments on their primary markets or exchanges. By fair valuing a security which is suspended from trading, for example, because of financial irregularities, or whose price may have been affected by significant events or by news after the last market pricing of the security, the Trusts attempt to establish a price that they might reasonably expect to receive upon the current sale of that security. It may also be necessary to use FVP in the event of a market remaining closed unexpectedly due to a force majeure event. Suspended securities may provide an exception to this general policy. When individual securities are suspended for trading, for example, because of financial irregularities, the Investment Manager will suggest what it believes to be a reasonable price for that security. This is normally, but not always, achieved by applying a percentage discount to the last traded price prior to suspension, and which will be justified to the Manager and to the Trustee.

Suspension of Dealing in Units

The Manager may, with the prior agreement of the Trustee, and shall if the Trustee so requires, without prior notice to Unitholders, temporarily suspend the issue, cancellation, sale and redemption of Units where, due to exceptional circumstances, it is in the interests of all Unitholders in the relevant Trust or Trusts to do so. Unitholders will be notified of such suspension in dealings as soon as is practicable after suspension commences and will be kept informed about the suspension. Suspension will continue only for so long as it is justified having regard to the interests of the Unitholders. Examples of circumstances in which the Manager may consider that it is in the interests of Unitholders to suspend dealing in Units include: a) any period when any stock exchange on which any of the Trust’s investments for the time being are quoted is

closed, otherwise than for ordinary holidays, or during which dealings are restricted or suspended; b) the existence of any state of affairs as a result of which disposals of an investment by a Trust cannot, in the

opinion of the Manager, be affected normally without seriously prejudicing the interests of Unitholders; c) any breakdown of the means of communication normally employed in determining the value of any of the Trust’s

investments or for any reason of value of the investments owned by a Trust cannot be promptly and accurately ascertained;

d) any period when the realisation of investments or the transfer of funds involved in such realisation cannot, in the

opinion of the Manager, be affected at normal prices or rates of exchange respectively; and/or

e) any period during which the Manager is unable to repatriate funds required for making payments due on

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realisation of Units The Manager or the Trustee (as appropriate) will immediately inform the FCA of the suspension and the reasons for it and will follow this up as soon as practicable with written confirmation of the suspension and the reasons for it to the FCA and the regulator in each EEA state where the relevant Trust is offered for sale. The Manager shall notify Unitholders as soon as is practicable after the commencement of the suspension, including giving details of the exceptional circumstances which led to the suspension in a clear, fair and not misleading way and details of how Unitholders may find out further information about the suspension. In the event of suspension, the Manager shall publish sufficient details on its website or by other general means to keep Unitholders appropriately informed about the suspension including, if known, its possible duration. The Manager and the Trustee will formally review the suspension at least every 28 days and will inform the FCA of such review and any change to the information supplied to Unitholders. Suspension will cease as soon as practicable after the exceptional circumstances leading to the suspension have ceased. On a resumption of dealings following suspension, it is anticipated that Unit pricing and dealing will take place at the Dealing Days and times stated in this Prospectus. During any suspension, a Unitholder may withdraw his redemption notice provided that such withdrawal is in writing and is received before the end of the suspension. Any notice not withdrawn will be dealt with on the Dealing Day next following the end of the suspension.

Dilution Adjustment

All Trusts operate on a single, as opposed to bid and offer, pricing basis. The Trusts may suffer a reduction or dilution in value as a result of the costs incurred in dealing in its underlying investments and of any spread between the buying and selling prices of such investments. In order to mitigate this, the Manager has the ability to apply a dilution adjustment (“dilution adjustment”) as defined in the Rules, on the subscription and redemption of Units. A dilution adjustment is an adjustment to the price of a Unit to reduce the effect of dilution where in the Manager’s opinion it is sufficiently material for the interests of Unitholders to require it. The Manager shall comply with the Rules in their application of any such dilution adjustment. The Manager may make a dilution adjustment in the following circumstances:

1. where the aggregate net investor inflows or outflows exceed a pre-determined threshold (as determined from time to time by the Manager); and / or

2. where in any case the Manager is of the opinion that the interests of Unitholders require the imposition of a dilution adjustment.

In the above circumstances dilution adjustments may be made by moving, or ‘swinging’, the price of a Trust upwards or downwards to reflect the costs attributable to the Trust’s net inflows or net outflows In determining the size of dilution adjustments, factors the Manager may take into account include any provision for market spreads (bid/offer spread of underlying securities, duties (for example transaction taxes) and charges (for example settlement costs or dealing commission) and other dealing costs related to the buying and selling of investments. The Manager would normally seek to adjust, or swing, the price in this way when the effect of a net inflow or outflow is regarded as material for a Trust, which could be daily.

On the occasions when the dilution adjustment is not applied, the impact of market spreads, duties and charges and

other dealing costs may have an immaterial impact on the Trust’s performance on such date.

As dilution is directly related to inflows and outflows of monies from a Trust it is not possible to accurately predict whether dilution will occur at any future point in time. Consequently it is also not possible to accurately predict how frequently the Manager will need to apply a dilution adjustment. If a dilution adjustment is required then, based on historical data and future projections, the estimated amount of the adjustment is likely to be up to 1% of the price of a Unit. A pricing committee is responsible for reviewing the pricing calculation methodology. In addition, this committee reviews and signs off all dilution adjustments made by a Trust on a quarterly basis. We have set out below how often a dilution adjustment was imposed over the last year from the date of this Prospectus. The Manager may alter its current policy on dilution by giving Unitholders notice and amending the Prospectus at least 60 days before the change to the dilution policy is to take effect.

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Trust

Number of times that a Dilution Adjustment has been

applied in the last 12 months*

Barings Dynamic Capital Growth Fund 0

Barings Eastern Trust 1

Barings Europe Select Trust 3

Barings European Growth Trust 0

Barings German Growth Trust 0

Barings Korea Trust 8

Barings Japan Growth Trust 5

Barings Strategic Bond Fund 0

* Data as of 31 July 2019

Distribution Policy General

The distribution dates (referred to as interim and annual allocation dates) in respect of each Trust are shown in Appendix A of this document. The income available for each Trust is calculated by taking the aggregate of income received or receivable by such Trust in respect of the period, deducting charges and expenses paid or payable by such Trust out of income in respect of the period, adding the Manager’s best estimate of any relief from tax on such charges and expenses, and making other adjustments permitted by the Rules that the Manager considers appropriate in relation to both income and expenses (including taxation), after consulting the Auditor when required to do so. Except where an average income payment to holders in a Trust would be less than £5, all available income must be allocated at the end of each annual accounting period but an interim allocation may involve less than the whole amount considered available for allocation. The Manager may make an additional allocation of income during an accounting period in accordance with the COLL Sourcebook and subject to the Trust Deeds. Any distribution unclaimed after a period of six years from the date of declaration of such distribution shall be forfeited and shall revert to the relevant Trust. Income Units

Holders of Income Units will be entitled to annual and, where prescribed, interim income distributions in respect of each annual accounting period. The distribution dates (referred to as interim and annual allocation dates) in respect of each Trust are shown in Appendix A. In the case of each interim distribution, holders of Units will be entitled to that portion of the income of the Trust for the interim accounting period attributable to the holders of Units. In the case of each annual distribution, holders of Units will be entitled to the portion of the income of the Trust for the whole annual accounting period attributable to holders of Units less the amount of any interim distribution. Income available for allocation in respect of the relevant accounting period will be distributed among holders and the Manager rateably in accordance with the number of Units held or deemed to be held at the end of the relevant accounting period. In relation to the Income Units, payment will be made on or before the interim and/or annual income allocation date by electronic transfer. Arrangements may be made for the payment of distributions by cheque (at the risk of the persons entitled thereto) by contacting the Administrator. Unitholders in these Trusts may elect to have their net distribution of income automatically re-invested in further units. Where a Unitholder has requested income to be automatically reinvested to acquire further Units of the same Class in the relevant Trust they must provide 30 days' notice prior to a distribution date, to receive all the income allocated to their Income Units in cash, and in each case provides relevant bank account details. Where income is reinvested the price of such Units is based on the creation price on the applicable date. The Manager will automatically reinvest any distribution entitlements in further Units of the same Class in the relevant Trust where the Unitholder’s anti-money laundering documentation is incomplete or has not been completed to the satisfaction of the Manager or the Administrator. Unitholders who have their income re-invested will receive a tax voucher in respect of each deemed income distribution and will be liable to United Kingdom taxation in the same manner, and to the same extent, as if they had received their distribution in cash. New investors who wish to re-invest their income entitlement should tick the appropriate box on the Account Opening Form.

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Accumulation Units

In the case of the Accumulation Units, the income available for allocation in respect of the relevant accounting period will be transferred from the income property of the relevant Trust to the capital property of the Trust on or before the last day of the annual accounting period of the Trust. No distributions are made to Unitholders nor are additional Units issued in lieu of distributions. The amount of income earned by a Trust since the end of the last annual accounting period (or the end of the last interim accounting period if more recent for the Trust) is reflected in the price of Units. The price of Units therefore remains unchanged at the ex-accumulation date. Unitholders will nonetheless be liable to United Kingdom taxation in the same manner, and to the same extent, as if the income accumulated for their benefit had instead been distributed to them. An appropriate tax voucher will be issued to each Unitholder of Accumulation Units in respect of the amount of income accumulated for his benefit in any accounting period. Equalisation

On the first distribution following the issue of a Unit in any of the Trusts, the Unitholder may receive as part of that distribution a capital sum representing that part of the purchase price of the Unit which represents the value of accrued income at the time of sale. The amount so paid, known as "income equalisation" will be an amount arrived at by taking the aggregate of the amounts of income included in the creation price in respect of Units issued or reissued in a particular accounting period (the "grouping period") and dividing that aggregate by the number of those Units and applying the resultant average to the Trusts in question. Such grouping of income equalisation is permitted by the Trust Deeds. The Trust Deeds permit the grouping of Units in the same Class and the same Trust for equalisation; grouping will be operated in respect of each accounting period (including interim accounting periods) for which income is allocated. Units purchased during each such period will carry an entitlement to equalisation which is the amount arrived at on an average basis of the accrued net income per Unit included in the price of the Units purchased during the period.

Purchase of Units Minimum Investment

The minimum initial investment in respect of each Trust is contained in Appendix A – Details of the Trusts. It is at the Manager’s discretion to accept investments below the prescribed minimum investment levels.

Applications

Persons interested in buying Units should inform themselves as to: a) The legal requirements within their own countries relating to the purchase of Units; b) Any foreign exchange restrictions which may be encountered; and c) the income, estate and any other tax consequences of becoming a Unitholder

Applications to buy Units should be made to the Manager between 9.00 a.m. and 5.00 p.m. on any Dealing Day either through a professional adviser or in writing, subject to the policy on pricing as set out in the section headed ‘Determination of Net Asset Value’ and the limited issue provision as set out below.

Investors subscribing for Units for the first time must complete the Account Opening Form in writing and submit to the

Manager at the address set out under “Application in Writing” below. The signed original Account Opening Form together

with supporting documentation in relation to anti-money laundering requirements must be received before any

subscription orders will be accepted. It is the Unitholder’s responsibility to advise the Manager in writing of any changes

that they wish to make to their account, such as changing address details, contact details or bank account details.

Instructions should be sent by letter or fax to the Manager via the contact details included in the Account Opening Form

or the Subscription Form. These forms may be obtained from the Manager on request. Purchase orders received and accepted by the Manager by 12:00 noon (London time) on a Dealing Day will be dealt with at the price calculated on that day. Orders received and accepted after 12:00 noon (London time) will be dealt with at the price calculated on the next Dealing Day. Payment may be made by electronic transfer directly to the bank account of the Manager, or in such other manner as the Manager shall inform the applicant.

Applications to purchase Units will not be accepted unless the investor confirms that they have been provided with the

latest key investor information document in respect of the Class of Units to which the application relates. Initial or

subsequent purchases of Units shall be made in the following ways:

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a) Application in Writing

Investors should complete and sign a Subscription Form and send it to Baring Fund Managers Limited, P.O. Box

3733, Royal Wootton Bassett, Swindon, SN4 4BG. Instructions by fax will be accepted, but a duly completed and

signed form of renunciation will be required. Instructions to sell via email are not accepted.

On acceptance of an application, Units will be issued at the relevant price, and a contract note ("Contract Note")

confirming the subscription price and the number of Units subscribed will be despatched. No other

acknowledgement of the application for Units will be given. Investors will have no rights to cancel any application.

b) Application by Telephone

The Manager does not offer a facility to purchase Units by telephone to direct investors. Telephone dealing requests are only accepted from regulated financial institutions, including investment advisers, Independent Financial Advisers (IFAs) and stockbrokers to the Manager’s dealing department telephone + 44 (0) 333 300 0372. On acceptance of telephone instructions Units will be issued at the relevant price and a contract note will be despatched. On receipt of the contract note, the name ticket giving full registration details should be returned to the Manager. It should be noted that telephone calls may be recorded by the Manager and its agents, its delegates, their duly appointed agents and any of their respective related, associated or affiliated companies for record keeping, security and/or training purposes. Identifiable recordings will be provided on request for a period of at least six years from the date of such recording, or, where requested by a competent regulatory authority, for a period of seven years. If you ask us to send you a recording of a particular call, we may ask for further information to help us identify the exact call to which your request relates.

c) Electronic Messaging Service

Investors can, with the agreement of the Manager, subscribe via electronic messaging services such as EMX or swift.

Unit certificates will not be issued. Ownership of Units will be evidenced by an entry on the Register. Statements in respect of periodic distributions on Units will show the number of Units held or accumulated by the unitholder. Individual statements of a unitholder’s (or, when Units are jointly held, the first named holder’s) Units will also be issued at any time on request by the registered holder. Without prejudice to all other rights of the Manager and the Trustee in respect of a default by a purchaser in payment of any monies under his application, any such default will entitle the Trustee to cancel any rights of the purchaser in the Units. The Manager reserves the right subject to the Rules to reject any application for Units in whole or in part. In the event of such rejection, the application money or any balance thereof will be returned by post at the risk of the applicant. A purchaser of Units who returns the application form accompanying the Prospectus will not generally have any right to cancel the contract under the FCA Conduct of Business Sourcebook. Any money which is received by the Manager prior to investment in a Trust or following redemption of Units will be held in accordance with the FCA’s client money rules in a client money account. The bank will hold the cash on the Manager’s behalf in an account separate from any money the bank holds for the Manager in its own right. If the bank becomes insolvent the Manager will have a claim on behalf of its clients against the bank.

No interest is payable by the Manager on monies credited to a client money bank account.

Limited Issue of Units (Barings Europe Select Trust only)

During such period as the Net Asset Value of the Barings Europe Select Trust amounts to and/or exceeds £1.5 billion, the Manager may, at its absolute discretion and after giving at least 60 days’ notice to Unitholders in the Trust, limit the issue of Units in the Trust in circumstances where it believes that further investment in those Units after the expiry of that 60 day notice period would be detrimental to the Trust, in one of the following ways: a) the further issue of Units might cause material prejudice to existing Unitholders; b) the further issue of Units might require the Investment Manager to consider restructuring the Trust’s investment

model and approach; or c) the further issue of Units might result in the inability of the Trust to liquidate holdings in a timely manner. Notwithstanding the implementation of such limitation, Units may still be issued in the Trust at the discretion of the Manager where the proceeds of that issue can be invested without compromising the Trust’s investment objective or materially prejudicing existing Unitholders in the Trust, such as on further reinvestment of distributable income, further purchases of Units by existing investors or under an existing monthly savings plan.

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At any time after notification has been given to Unitholders as envisaged above the Manager may, at its absolute discretion, on further notification to Unitholders, immediately wholly limit the issue of Units in the Trust in circumstances where it believes that further investment in those Units would be detrimental to the Trust in one of the ways set out above. In this event, no further Units may be issued in the Trust unless the Manager believes the proceeds of the issue of Units can be invested without compromising the Trust’s investment objective or materially prejudicing existing Unitholders in the Trust, and further notification to Unitholders is given. Any changes to the status of the Trust as set out above will be notified by the Manager in writing and on the website.

The issue of Units as envisaged in either case above may remain limited at the discretion of the Manager if the Net Asset Value of the Trust subsequently falls below £1.5 billion. In such circumstances, to avoid if possible the issue of Units being resumed only for a short time before becoming limited again, the Manager will review relevant factors including the amount by which the Net Asset Value is lower than £1.5 billion and for how long it has been or is likely to remain so.

In Specie Applications

The Manager may, by special arrangement and at its discretion, agree to arrange for the issue of Units in exchange for assets other than cash but will only do so where the Trustee has taken reasonable care to determine that the acquisition of those assets in exchange for the Units concerned by the relevant Trust is not likely to result in any material prejudice to the interests of Unitholders in that Trust. Settlement

Settlement of purchase orders is due within three Business Days (four Business Days in the case of Barings Japan Growth Trust) of the Dealing Day on which the order was effected. Payment may be made by cheque or banker's draft, or alternatively may be made directly to the bank account, or in such other manner as the Manager shall inform the applicant. If subscription monies are not received by the Manager within three Business Days (four Business Days in the case of Barings Japan Growth Trust) from the Dealing Day on which the contract note is issued by the Manager, the Units may be cancelled. Market Timing

Repeatedly purchasing and selling Units in the Trusts in response to short-term market fluctuations - known as ‘market timing’ - can disrupt the Manager’s investment strategy and increase the Trusts’ expenses to the prejudice of all Unitholders. The Trusts are not intended for market timing or excessive trading. To deter these activities, the Manager may refuse to accept an application for Units from persons that they reasonably believe are engaged in market timing or are otherwise excessive or potentially disruptive to the Trusts. The Manager also reserves the right to redeem Units which it reasonably believe have been purchased by Unitholders engaged in market timing. Anti-Money Laundering

The Manager is bound by law to abide by anti-money laundering legislation to verify the identity of investors. This verification usually happens when an investment is made or Units are transferred. It may also be required at other times whilst the investment is held. Verification will also be required for any third party making payments. If you are investing through an intermediary, part of their duty will be to provide us with verification of your identity. Verification of identity may be achieved through the use of a credit reference agency however this is only to verify your identity and will not affect your credit record. In some circumstances the Manager may require independent evidence of your identity and permanent address. If the Manager does not receive acceptable verification evidence it reserves the right to delay or reject your application or withhold payment of the proceeds of redemption and income on Units until verification has satisfactorily been completed. Data Protection Notice

The Manager’s privacy notice details the collection, use and sharing of Unitholders’ personal information in connection

with their investment in the Trusts. The privacy notice can be found on the Manager’s website at www.barings.com .

This notice may be updated from time to time and Unitholders should confirm that they hold the latest version. Unitholders who access the Trusts through an intermediary such as a wealth manager, platform service or ISA plan manager, should also contact that organisation for information about its treatment of their personal information.

Any Unitholder who provides the Manager and its agents with personal information about another individual (such as a joint investor) must also show the privacy notice to those individuals.

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Redemption of Units Unitholders can sell (redeem) Units in a Trust by selling them back to the Manager. Redeeming Units by selling them back to the Manager amounts to a transfer of the Units to the Manager in exchange for the cash proceeds of the sale.

Instructions to sell Units can be made between 9.00 a.m. and 5.00 p.m. on any Dealing Day. Sale requests received and accepted by the Manager by 12:00 noon (London time) on a Dealing Day will be dealt with at the price calculated on that day. Any sale requests received and accepted after 12:00 noon (London time) will be dealt with at the price calculated on the next Dealing Day.

The minimum redemption amount is as follows:

Unit Class Minimum Sale Amount

Class A £100 / CHF1,000 / €1,000 / US$1,000

Class D £500

Class I £100 / CHF1,000 / €1,000 / US$1,000

Class X At the discretion of the Manager

No valid instruction to sell Units will be accepted where, following the sale by the Unitholder, the balance of Units held

would fall below the minimum holding amounts.

An instruction to sell Units is irrevocable.

The Manager will accept requests to sell/redeem Units as follows;

The Manager may accept instructions given by telephone or by electronic messaging (as described below) to effect a transfer or renunciation of title to Units on the basis of an authority communicated by electronic means where there is: (a) a prior agreement between the Manager and the person making the communication as to:

(i) the electronic media by which such communications may be delivered; and (ii) how such communications will be identified as conveying the necessary authority; and

(b) an assurance from any person who may give such authority on behalf of the Unitholder that they will have

obtained the required appointment in writing from the Unitholder.

1. Notice in Writing

Requests to redeem Units are to be made to the Manager in writing and sent to Baring Fund Managers Limited, P.O. Box 3733, Royal Wootton Bassett, Swindon, SN4 4BG. Unitholders should complete and sign a form of renunciation or a letter of instruction and return it to the Manager with their instructions, including bank details of where they would like payment to be made. Once the instruction has been received and accepted a contract note confirming the transaction will be sent to the Unitholder (or the first-named on the Register, in the case of joint Unitholders) and a copy to the Unitholder’s intermediary (where applicable). Proceeds from the sale will be paid by electronic transfer; not later than three Business Days following receipt of a duly completed and signed form of renunciation (or four Business Days in the case of Barings Japan Growth Trust) and any other required identity verification. .

Instructions by fax will be accepted, but a duly completed and signed form of renunciation will be required.

Instructions to sell via email are not accepted.

2. Notice by Telephone

Telephone requests from individual Unitholders will not be accepted. Telephone dealing requests are only accepted from regulated financial institutions, including investment advisers, Independent Financial Advisers (IFAs) and stockbrokers to the Manager’s dealing department telephone + 44 (0) 333 300 0372. On acceptance of telephone instructions, Units will be redeemed at the relevant price and a contract note confirming the transaction will be sent to the Unitholder (or the first-named on the Register, in the case of joint Unitholders) and a copy to the Unitholder’s intermediary (where applicable), along with a form of renunciation which must be completed and signed and returned to the Manager. Proceeds from the sale of Units will be paid not later than the close of business on the third Business Day following receipt of the duly completed and signed form of renunciation (or fourth Business Day in the case of Barings Japan Growth Trust) and any other required identity verification

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3. Notice via Electronic Messaging Service

Regulated financial institutions, including investment advisers, IFAs and Stockbrokers can, with the agreement of the

Manager, sell Units to the Manager via electronic messaging services such as EMX or SWIFT. Instructions to redeem

Units via such electronic methods constitute renunciation of Units.

Once an order has been received and acknowledged, Units will be redeemed at the relevant price and a contract note confirming the transaction will be sent to the Unitholder (or the first-named on the Register, in the case of joint Unitholders) and a copy to the Unitholder’s intermediary (where applicable). Proceeds from the sale of the Units will be paid to the Unitholder not later than the close of business on the third Business Day after the Dealing Day (or fourth Business Day in the case of Barings Japan Growth Trust) and any other required identity verification.

Arrangements can be made for Unitholders wishing to realise their Units to receive payment in currencies other than the

relevant Base Currency.

Where proceeds are to be remitted abroad, the cost of making such overseas remittance will be deducted from the

proceeds payable. Please contact the Manager in advance to ascertain the cost.

Deferral Policy

The Manager is entitled, with the approval of the Trustee, to limit the net number of Units which may be redeemed at a particular Valuation Point (whether by sale to the Manager or by cancellation by the Trustee) to 10% of the total number of Units in issue in a Trust. In this event, the limitation will apply pro rata. This means that all Unitholders wishing to redeem Units at that Valuation Point will be able to redeem a proportion of the quantity constituting 10% of Units in issue equal to the proportion of the total redemption for the day represented by their original redemption request. Where the Manager elects to invoke the Deferral Policy, the excess of Units above 10% of total Units in issue for which redemption requests have been received will be carried forward for redemption to the next Valuation Point. Where redemption requests received on the next Valuation Point again exceed 10% of Units in issue, the deferral policy will again operate, any deferral applying both to new redemption requests and also to deferrals brought forward. The Manager will also ensure that all redemptions relating to an earlier Valuation Point are completed before those relating to a later Valuation Point are considered. Whenever redemption requests are carried forward, the Manager will inform all affected Unitholders.

Where a redeeming Unitholder is to receive settlement by in specie transfer of stock (see paragraph below), the Units being settled in this way will not be included in the calculation of the percentage of the Units for which redemption requests have been received for the purpose of determining whether the Deferral Policy may be invoked. The Manager may therefore alert a redeemer of Units representing 5% or more of the Net Asset Value of any Units in issue to the possibility of receiving the redemption by an in specie transfer of stock, and also to the possible deferral of a proportion of the redemption if cash settlement is required. An in specie transfer of stock in settlement may reduce the total net redemption for the Valuation Point to less than 10% of Units in issue, and cause the Manager to revoke deferral.

In Specie Redemptions

The normal course of action would be to settle any redemption or cancellation of Units in cash, however, the Manager may, where it considers the redemption to be substantial in relation to the total size of the Trust concerned (for example, where a Unitholder wishes to redeem 5% or more of the net asset value of any Class of Unit in issue on a single Business Day) or in some way advantageous or detrimental to the Trust or otherwise at its discretion, subject to the prior approval of the relevant redeeming Unitholders, arrange that in place of payment of the price of the Units in cash, the Manager cancels the Units and transfers Scheme Property or, if required by the Unitholder, the net proceeds of sale of relevant scheme property, to the Unitholder. Before the redemption proceeds of the Units become payable, the Manager must give written notice to the Unitholder that the relevant property or the proceeds of sale of the relevant property will be transferred to that Unitholder so that the Unitholder can elect to receive the relevant property rather than the net proceeds of redemption if desired. If no response is received by the Manager within the time frame indicated on the notice the stock will be redeemed and the proceeds net of any costs will be paid to the Unitholder. The Manager will select the property to be transferred or sold and then consult with the Trustee. They must ensure that the selection is made with a view to achieving no more advantage or disadvantage to the Unitholder requesting the redemption than to the continuing Unitholders.

Payment of redemption proceeds in specie may only be made in accordance with the COLL Sourcebook, the Trust Deeds and where the Trustee is satisfied that the in specie redemption is not likely to result in any material prejudice to the interests of any Unitholder. Liquidity Risk Management

The Manager has established a liquidity management policy which enables it to identify, monitor and manage the liquidity risks of the Trusts and to ensure the liquidity profile of the investments of each Trust will facilitate compliance with the Trust’s underlying obligations. The Manager’s liquidity policy takes into account the investment strategy, the liquidity

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profile, redemption policy and other underlying obligations of the Trusts. The liquidity management systems and procedures include appropriate escalation measures to address anticipated or actual liquidity shortages or other distressed situations of the Trusts. In summary, the liquidity management policy monitors the profile of investments held by the each Trust and ensures that such investments are appropriate to the redemption policy as stated under ‘Redemption of Units’ above, and will facilitate compliance with each Trust’s underlying obligations. Further, the liquidity management policy includes details on periodic stress testing carried out by the Investment Manager to manage the liquidity risk of each Trust in exceptional and extraordinary circumstances. The Manager seeks to ensure that the investment strategy, the liquidity profile and the redemption policy of each Trust are consistent. The investment strategy, liquidity profile and redemption policy of the Trusts will be considered to be aligned when investors have the ability to redeem their investments in a manner consistent with the fair treatment of all investors and in accordance with the Manager’s redemption policy and its obligations. In assessing the alignment of the investment strategy, liquidity profile and redemption policy, the Manager shall have regard to the impact that redemptions may have on the underlying prices or spreads of the individual assets of each Trust. Details of the redemption rights of Unitholders, including redemption rights of Unitholders in normal and exceptional circumstances and existing redemption arrangements are set above in this section.

Transfer of Units

Unitholders can transfer Units to another person. A request to transfer title to Units must be made in writing and sent to Baring Fund Managers Limited, P.O. Box 3733, Royal Wootton Bassett, Swindon, SN4 4BG. Transfer requests made over the telephone or via electronic messaging services such as EMX or SWIFT will not be accepted. The transferee must complete and sign a stock transfer form, which can be obtained from your Intermediary or by contacting the Manager. Completed stock transfer forms must be returned to the Manager in order for the transfer to be registered by the Manager. An instruction to transfer Units is irrevocable. The Manager will require verification of the identity of all transferees. Please refer to the section headed ‘Anti-Money Laundering’ for more details.

Switching of Units There is no charge by the Manager for switching between Trusts, however, your agents may charge up to 3% commission on the purchase of the Trust.

Termination of the Trusts

The Trustee may proceed to wind up a Trust in accordance with the Rules if the order declaring the Trust to be an authorised unit trust scheme is revoked by the FCA or if the FCA has agreed to a request of the Manager or the Trustee for the revocation of the order declaring the Trust to be an authorised unit trust scheme or upon the effective date of a duly approved scheme of amalgamation or reconstruction.

Where the winding-up has commenced as a result of an approved scheme of amalgamation or reconstruction, the Trustee shall wind the scheme up in accordance with the approved scheme and the Rules. Where the winding-up has commenced for some other reason the Trustee shall as soon as practicable after the scheme falls to be wound up, realise the property of the scheme and, after paying out of the proceeds all liabilities properly so payable and retaining provision for the costs of winding up, distribute the net proceeds to the holders and the Manager (upon production by them of evidence as to their entitlement) proportionately to their relevant respective interests or deemed interests in the Trust.

Any unclaimed net proceeds or other cash held by the Trustee after the expiration of 12 months from the date upon which the same became payable shall be paid by the Trustee into court (or, in Scotland, as the Court may direct) subject to the Trustee having a right to retain thereout any expenses incurred by him in making and relating to that payment.

The Trust may, in addition, be wound up upon a direction to such effect made under the Financial Services and Markets Act 2000.

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The Manager

The Manager of the Trusts is Baring Fund Managers Limited, a private company limited by shares and incorporated in England and Wales on 29 October 1968 under number 941405. Baring Fund Managers Limited is authorised and regulated by the Financial Conduct Authority and is entered on the FCA register with the Firm Reference Number: 119187. Baring Fund Managers Limited is a subsidiary of Baring Asset Management Limited. The Manager’s ultimate holding company is Massachusetts Mutual Life Insurance Company which is established in the United States of America. Barings is incorporated in England and Wales. The Barings Group manages investments on behalf of clients, which include the pension funds of major international and national corporations, central and local government bodies, charitable foundations, investment and unit trusts and private individuals.

Share Capital

The issued share capital of the Manager is £1,650,000 made up of 1,650,000 ordinary £1 shares, all of which are fully

paid.

Directors

J. Armstrong

E. Browning

R. Kent

J. Swayne

K. Troup

The Manager has no other directors.

The above individuals also hold other directorships within the Barings' group of companies, in which capacity they may engage in investment business.

Registered Office

20 Old Bailey London EC4M 7BF The Manager is aware of its duty to act in the best interests of investors, the integrity of the market and to ensure fair treatment of investors. In this regard the Manager has various policies and procedures in place in respect of due diligence and market malpractices. Remuneration Policy

The Manager has put in place a remuneration policy (the “Remuneration Policy”) that is in accordance with the requirements of SYSC 19 E of the FCA Handbook (UCITS Remuneration Code).

The Remuneration Policy is designed to ensure that the Manager’s remuneration practices are: - consistent with and promote sound and effective risk management; - do not encourage risk taking and are consistent with the risk profiles, or the Trust Deed or Prospectus of the UCITS

funds it manages; - do not impair the Manager’s compliance with its duty to act in the best interests of those funds; and - include fixed and variable components of remuneration including salaries and discretionary pension benefits.

The Manager considers the Remuneration Policy to be appropriate to the size, internal organisation and the nature, scope and complexity of the Manager’s activities.

In respect of any portfolio management delegates, the Manager requires that the entities to which such activities have been delegated are subject to regulatory requirements on remuneration that are equally as effective to the remuneration rules applicable to the Manager set out in the ESMA Guidelines or the FCA Handbook. The Remuneration Policy will apply to the fixed and variable (if any) remuneration received by the staff covered by the Remuneration Policy. Details of the remuneration policy including, but not limited to, a description of how remuneration and benefits are calculated and the identity of the persons responsible for awarding the remuneration and benefits are available at www.barings.com/remuneration-policies and a paper copy will be made available to investors upon request.

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Other regulated collective investment schemes

The Manager is the Authorised Corporate Director (ACD) of the following Investment Companies with Variable Capital (ICVC):

- Barings Multi Asset Investment Funds

- Barings Investment Umbrella Fund - Baring UK Umbrella Fund Baring Fund Managers Limited is the manager for the following Common Investment Fund: - Targeted Return Fund

The Investment Manager

The Manager is responsible for the overall investment management and administration of each of the Trusts.

The Manager has delegated its day to day investment management responsibilities in relation to each of the Trusts to Baring Asset Management Limited which is authorised and regulated by the FCA. The Investment Manager’s principal business is the discretionary management on behalf of clients of their investment portfolios. The main terms of the contract between the Manager and the Investment Manager provide for the Investment Manager to exercise the Manager’s discretionary powers including as follows:

i) To construct and maintain the portfolio in accordance with the investment objective and policy of each Trust.;

ii) To arrange all necessary purchases and sales of investments at the best terms available.

The Investment Manager is the sole investment Manager to each Trust unless otherwise stated in this Prospectus. An Investment Manager may, subject to the written consent of the Manager, delegate any of its functions, powers, discretions, privileges and duties under the terms of this Prospectus to any subsidiary, controller or associated company of that Investment Manager and may provide information about the Trust to any such delegate.

Fees paid by the Manager to an Investment Manager will be met out of the Manager’s periodic charge for such Trust. In

addition any third party research received in connection with investment advisory services that the Investment Manager

provides to the Trusts will be paid for by the Investment Manager out of this periodic fee (which it receives for its

discretionary investment management and investment advisory services from the Manager under the investment

management agreement).

The Administrator and Registrar

The Administrator is Northern Trust Global Services SE. The Manager is responsible for the administration of the Trusts and has appointed the Administrator to exercise its duties, obligations and functions in connection with the general operation and administration of the Trusts. The Administrator’s registered office is at 6 rue Lou Hemmer, Senningerberg, Grand-Duché de Luxembourg L-1748 and its principal place of business in the UK is at 50 Bank Street, London E14 5NT. The Administrator’s principal business is the provision of investment administration services to external clients. The Administrator is a subsidiary of Northern Trust Holdings Limited, which is wholly owned by the Northern Trust Company, which is established in the United States of America. The main terms of the contract between the Manager and the Administrator provide for the Administrator to exercise the Manager’s administration powers including as follows:

1. To effect the issue and cancellation of Units on behalf of the Trusts;

2. To prepare accounts on behalf of the Trusts. 3. To maintain the Trusts’ Register and plan Register of Unitholders

Subject to certain conditions, the Administrator shall be entitled to delegate to any person the performance of any duty

hereunder.

Fees paid by the Manager to the Administrator will be met out of the Manager’s annual management charge for the

Trusts. The Administrator will bear all its own expenses related to its provision of services to the Trusts out of this fee.

The Registrar

The Manager has appointed Northern Trust Global Services SE as Registrar of the Trusts. The Registers of holders of Units of each Trust and the plan sub-Registers may be inspected at the Registrar’s principal place of business in the United Kingdom at the following address:

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Northern Trust Global Services SE, UK Branch

50 Bank Street

London

E14 5NT

Telephone: +44 (0) 333 300 0372

The Register is conclusive evidence as to the persons respectively entitled to the Units entered in the Register. No notice of any trust, express, implied or constructive which may be entered on the Register in respect of any Unit shall be binding on the Manager and the Trustee of the Trusts.

The Trustee

NatWest Trustee and Depositary Services Limited is a private company limited by shares and incorporated in England &

Wales on 8 February 2018. The ultimate holding company of the Trustee is The Royal Bank of Scotland Group plc,

incorporated in Scotland. The principal business activity of the Trustee is provision of trustee and depositary services. Registered and Head Office

250 Bishopsgate, London EC2M 4AA NatWest Trustee and Depositary Services Limited is the Trustee of the Trusts for the purposes of the Rules under their respective Trust Deeds. Duties of the Trustee

The Trustee is responsible for the safekeeping of scheme property, monitoring the cash flows of the Trusts, and must ensure that certain processes carried out by the Manager are performed in accordance with the applicable rules and scheme documents. The key duties of the Trustee consist of: (i) cash monitoring and verifying the Trusts’ cash flows; (ii) safekeeping of the Trusts’ scheme property; (iii) ensuring that the sale, issue, re-purchase, redemption, cancellation and valuation of Units in the Trusts are

carried out in accordance with the Trust Deeds, the Prospectus, and applicable law, rules and regulations; (iv) ensuring that in transactions involving scheme property any consideration is remitted to the Trusts within the

usual time limits; (v) ensuring that the Trusts’ income is applied in accordance with the Trust Deeds, the Prospectus, applicable law,

rules and regulations; and (vi) carrying out instructions from the Manager unless they conflict with the Trust Deeds, the Prospectus, or

applicable law, rules and regulations. Conflicts of interest

The Trustee may act as the depositary of other open-ended investment companies and as trustee or custodian of other collective investment schemes. It is possible that the Trustee and/or its delegates and sub-delegates may in the course of its or their business be involved in other financial and professional activities which may on occasion have potential conflicts of interest with the UCITS or a particular Trust and/or other funds managed by the Manager or other funds for which the Trustee acts as the depositary, trustee or custodian. The Trustee will, however, have regard in such event to its obligations under the Depositary Agreement and the Rules and, in particular, will use reasonable endeavours to ensure that the performance of its duties will not be impaired by any such involvement it may have and that any conflicts which may arise will be resolved fairly and in the best interests of Unitholders collectively so far as practicable, having regard to its obligations to other clients. Nevertheless, as the Depositary operates independently from the Trusts, Unitholders, the Manager and its associated suppliers and the custodian, the Depositary does not anticipate any conflicts of interest with any of the aforementioned parties. Delegation of Safekeeping Functions

The Trustee is permitted to delegate (and authorise its delegate to sub-delegate) the safekeeping of scheme property. The Trustee has delegated safekeeping of the scheme property to Northern Trust Global Services SE (“the Custodian”). In turn, the Custodian has delegated the custody of assets in certain markets in which the Trusts may invest to various sub-delegates (“Sub-custodians”). A list of Sub-custodians is given in Appendix D. Investors should note that the list of

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Sub-custodians is updated only at each Prospectus review. An updated list of Sub-custodians is maintained by the Manager at www.barings.com. Updated Information

Up-to-date information regarding the Trustee, its duties, its conflicts of interest and the delegation of its safekeeping functions will be made available to Unitholders on request. Terms of Appointment

The Trustee of the Trusts is NatWest Trustee and Depositary Services Limited. The Trustee was appointed as depositary

under a Depositary Agreement between the Manager, the Trusts and the Trustee (the “Depositary Agreement”). Under

the Depositary Agreement, the Trustee is free to render similar services to others and the Trustee, the Manager and the

Trusts are subject to a duty not to disclose confidential information. The powers, duties, rights and obligations of the Trustee, the Trusts and the Manager under the Depositary Agreement shall, to the extent of any conflict, be overridden by the Rules. Under the Depositary Agreement the Trustee will be liable to the Trusts for any loss of financial instruments held in custody or for any liabilities incurred by the Trust. However, the Depositary Agreement excludes the Trustee from any liability except in the case of fraud, wilful default, negligence or failure to exercise due care and diligence in the performance or non-performance of its obligations. It also provides that the Trustee will have the right to an indemnity from the scheme property for any loss suffered in the performance or non-performance of its obligations except in the case of fraud, wilful default, negligence or failure to exercise due care and diligence on its part. The Depositary Agreement may be terminated on 90 days’ notice by the Manager or the Trustee or earlier on certain breaches or the insolvency of a party. However, termination of the Depositary Agreement will not take effect, nor may the Trustee retire voluntarily, until the appointment of a new Trustee. Details of the fees payable to the Trustee are given in the section headed ‘Fees and Expenses’.

Meetings of and Reports to Unitholders The convening and conduct of meetings of Unitholders and the voting rights of holders at such meetings is governed by the Rules, the provisions of which are summarised below. The Trustee or the Manager are entitled upon due notice to convene a meeting of holders at such time and place as the Trustee, after consulting with the Manager, may think fit. The Trustee of a Trust is required, on the request in writing of holders registered as holding not less than one tenth in value of Units deemed for such purposes to be in issue, to convene a meeting of holders.

The quorum required to conduct business at a meeting of Unitholders is two Unitholders present in person or by proxy. The Manager may not be counted in the quorum of, and the Manager and its associates may not vote at, any meeting of a Trust, provided that this restriction shall not apply to any Units held on behalf of, or jointly with, a person who, if himself the registered Unitholder would be entitled to vote and from whom the Manager or its associates have received voting instructions. A meeting of holders duly convened and held in accordance with the Rules is competent by extraordinary resolution to require, authorise or approve any act, matter or document in respect of which any such resolution is required or expressly contemplated by the Rules, but has no further powers.

At a meeting of holders, an extraordinary resolution put to the vote shall be decided on a show of hands unless a poll is before or on the declaration of the show of hands demanded by the Chairman, the Trustee or by at least two holders present in person or by proxy. On a show of hands every holder who (being an individual) is present in person or by proxy (or being a corporation) is present by its representative properly authorised in that regard, shall have one vote. On a poll the voting right for each Unit will be the proportion of the voting rights attached to all of the Units in issue that the value of the Unit bears to the aggregate value of all the Units in issue. On a poll votes may be given either personally or by proxy.

A holder of Units which is a corporation may authorise such person as it thinks fit to act as its representative at any meeting of holders and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual holder.

In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the other joint holders, seniority being determined by the order in which the names stand in the Register.

An instrument of proxy may be in the usual common form or in any form which the Trustee shall approve. The proxy shall be in writing, executed under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under the common seal or under the hand of an officer or attorney so authorised. A person appointed to act as a proxy need not be a holder.

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For the purposes of conducting meetings of holders, a holder is deemed by the Rules to be a person who was the holder of the Units on the date falling 7 days before the giving of notice of the meeting in question excluding persons known not to be holders on the meeting date. Reports & Accounts

Each Trust will prepare reports and accounts in relation to each annual and interim accounting period, which are shown in Appendix A. Annual reports will be published within four months after the year end of each annual accounting period and half-yearly accounts within two months after the end of each half-yearly accounting period. Accounts for each Trust will show all Classes of Unit in that Trust. Copies of the reports will be on the website at www.barings.com and will be available for inspection at the offices of the Manager.

Taxation The information below is a general guide based on UK law and HM Revenue & Customs (HMRC) practice which are subject to change as are the levels of taxation. It outlines the UK tax position of the Trusts (including distributions from the Trusts) and of Unitholders who are UK residents and who hold Units as investments. Prospective investors who are in any doubt about their tax position, or may be subject to tax in a jurisdiction other than the UK or Ireland, are recommended to take professional advice before investing in Units in the Trusts. Taxation of the Trusts

As each of the Trusts is an authorised unit trust, they do not suffer any liability to UK taxation in respect of any capital gains accruing to them on the disposal of their investments (including interest-bearing securities and derivatives). They are, however, liable to UK corporation tax at the rate specified below on the excess of their taxable income for any accounting period over their deductible expenses of management and interest costs for that period. Any distributions paid by a Trust to its unitholders will not be deductible in computing the Trust's taxable income, except in the case of an "interest distribution", as explained below. The taxable income of a Trust does not include any dividends or other distributions received by the Trust from UK resident companies or from most overseas companies, which are exempt from corporation tax. The tax treatment of any distributions received by a Trust from any other authorised unit trust or a UK open-ended investment company in which it has acquired units will follow the same principles as apply to distributions paid by any of the Trusts to a unitholder that is itself an authorised unit trust, as explained below. Any other income derived by a Trust from UK or foreign sources, such as interest paid on UK bonds or cash deposits, will be included in the Trust's taxable income. In computing the Trust’s liability to corporation tax on any such income, credit will generally be available for any non-recoverable foreign withholding taxes that the income has borne. The rate of corporation tax payable by each of the Trusts for each of their accounting periods will be equivalent to the basic rate of income tax in the financial year or years in which that period falls, which is currently 20% for 2019/2020.

Taxation of Distributions - General

Each of the Trusts will be treated, for tax purposes, as distributing to its unitholders (in one of the ways specified below) the whole of the income shown in its accounts for each of its distribution periods as being available for distribution to unitholders or for investment. Where a Trust has only an annual income allocation date, its "distribution period" will normally coincide with its annual accounting period; but where a Trust has one or more interim income allocation dates, each of the Trust's interim accounting periods will normally constitute a separate "distribution period". The making of a distribution, for tax purposes, includes both paying an amount in respect of a holding of income units to the unitholder concerned (or reinvesting that amount in further units on behalf of a unitholder who has elected for such reinvestment) and also investing an amount within a Trust in respect of a holding of accumulation units on behalf of the unitholder concerned. Any reference in this section to the "payment" of a "distribution" should be construed accordingly. The distribution accounts of each of the Trusts for each distribution period may show the relevant Trust's income as being available for distribution in either the form of a dividend or interest distribution., The type of distribution selected will depend on the source and composition of the income of the Trust concerned for the distribution period in question (as explained further below).

Dividend Distributions

Any dividend distribution paid (or accumulated) by any of the Trusts for any distribution period will be treated as if it were a dividend paid to the unitholders in that Trust. No tax is deducted from dividend distributions. For individual Unitholders resident in the UK, the first £2,000 of dividends and dividend distributions received in each tax year will be free of income tax (the dividend allowance). Where dividends and dividend distributions from all sources exceed the dividend allowance, the excess will be liable to income tax at dividend tax rates which depend upon the

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Unitholder’s marginal rate of tax. Dividend tax rates are 7.5% for basic rate taxpayers, 32.5% for higher rate taxpayers and 38.1% for additional rate taxpayers. Dividends received within the allowance will still count towards total taxable income and so may still affect the rate of tax paid on dividends received in excess of the allowance. Corporate Unitholders who receive dividend distributions may have to divide them into two (the division will be indicated on the tax voucher). Any part representing dividends received from a United Kingdom or non-United Kingdom company will be treated as dividend income and no further tax will generally be due on it. The remainder will be received as an annual payment after deduction of income tax at the basic rate, and corporate Shareholders may be liable to tax on the grossed up amount. The 20% income tax credit may be set against their corporation tax liability or part of it refunded, as appropriate. The proportion of the tax credit which can be repaid or offset will be provided on the tax voucher. In as far as the Fund’s liability to UK tax has been reduced by relief for foreign tax then that element of any income tax credit received may not be reclaimed but is treated as foreign tax suffered on the annual payment element of the distribution.

Interest Distributions

A Trust may not pay an interest distribution in respect of any distribution period unless, at all times in that period, the market value of the Trust’s “qualifying investments” exceeds 60% of the market value of all the investments of that Trust in that period (a Trust’s “investments”, for these purposes, excluding any cash balances awaiting investment that may be held by the Trust from time to time). “Qualifying investments” are money placed at interest, securities other than shares and certain other economically similar categories of investment. A Trust that satisfies that condition relating to its “qualifying investments” for any distribution period and pays an interest distribution for that period will normally be able to deduct the amount of that distribution in computing its taxable income for corporation tax purposes, thereby reducing or eliminating the Trust’s liability to corporation tax for the period in question. A Trust that derives all or most of its income from interest-bearing and economically similar investments will, in general, be entitled to pay out that income as an interest distribution and will do so. All interest distributions paid for any investors will be made gross so that no tax will be deducted from any interest distributions. As a result, where individuals’ gross interest distributions exceed their personal savings allowances then they will be liable to pay income tax at their marginal rates (normally 20% for basic rate taxpayers, 40% for higher rate and 45% for additional rate taxpayers) on the excess amount. For the tax year 2019/2020, individual UK taxpayers are entitled to a personal savings allowance which exempts basic rate taxpayers from income tax on the first £1,000 of interest and interest distributions. For higher rate taxpayers, the allowance is £500, and for additional rate taxpayers the amount is nil. For any Trust that pays interest distributions a unitholder that is liable to UK corporation tax (including a unitholder that is itself an authorised unit trust) must account for its holding in that Trust in accordance with the loan relationships regime (see Chapter 3 of Part 6 CTA 2009). This requires the unitholder’s interest in the Trust (including any distributions received) to be taken into account for corporation tax on a fair value basis. Taxation of Capital Gains arising in respect of Units

Unitholders in a Trust who are resident in the UK for taxation purposes may, unless holding units in the relevant Trust as securities to be realised in the course of trade when different rules apply, be liable to capital gains tax or corporation tax in respect of any gains arising from the realisation for tax purposes of units in a Trust, whether as a result of redemption, sale or other disposal. In the case of individuals, to the extent that their chargeable gains for the tax year in question exceed their annual allowance for tax-free gains (which, for the tax year 2019/2020, is £12,000) then chargeable gains are currently taxed at 20% for individuals subject to higher rate and additional rate tax and 10% for the other individuals. For investors subject to corporation tax, chargeable gains are taxable at the corporation tax rate (19% in financial year 2019). It should be noted that, conversions between classes in the same Trust will not result in a realisation for UK tax purposes other than when a hedged class is involved, when such conversion might constitute a realisation for the purposes of UK tax purposes depending on circumstances. In the case of the first distribution of income received in respect of a unit purchased during a distribution period, the amount representing the income equalisation is a return of capital and is not taxable in the hands of the unitholder concerned. That amount should, however, except in the case of equalisation in respect of accumulation Units, be deducted from the cost of the unit in computing any capital gain realised on a subsequent disposal of the unit.

Irish Taxation

The Manager intends to conduct the affairs of each Trust so that it does not become resident in Ireland for taxation purposes. Accordingly, provided the Trust does not exercise a trade within Ireland or carry on a trade in Ireland through a branch or agency, the Trust will not be subject to Irish tax on its income and gains rather than on certain Irish source income and gains. Subject to personal circumstances, unitholders resident in Ireland for taxation purposes will be liable to Irish income tax or corporation tax in respect of any income distributions of the Trust (whether distributed or reinvested in new units).

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The attention of individuals ordinarily resident in Ireland for tax purposes is drawn to Chapter 1 of Part 33 of the Taxes Consolidation Act 1997 (as amended), which may render them liable to income tax in respect of undistributed income or profits of the Trust. These provisions are aimed at preventing the avoidance of income tax by individuals through a transaction resulting in the transfer of assets or income to persons (including companies) resident or domiciled abroad and may render them liable to income or corporation tax in respect of undistributed income or profits of the Trust on an annual basis. The attention of persons resident or ordinarily resident in Ireland (and who, if they are individuals, are domiciled in Ireland) is drawn to the fact that the provisions of Chapter 4 (Section 590) of Part 19 of the Taxes Consolidation Act, 1997 (as amended) could be material to any person who holds 5 per cent or more of the units in the Trust if, at the same time, the Trust is controlled in such a manner as to render it a company that would, were it to have been resident in Ireland, be a “close” company for Irish taxation purposes. These provisions could, if applied, result in a person being treated, for the purposes of the Irish taxation of chargeable gains, as if part of any gain accruing to the Trust (such as on a disposal of its investments that constitute a chargeable gain for those purposes) had accrued to that person directly; that part being equal to the proportion of the assets of the Trust to which that person would be entitled to on the winding up of the Trust at the time when the chargeable gain accrued to the Trust. Chapter 4 (sections 747B to 747D) of Part 27 of the Taxes Consolidation Act, 1997 (as amended) provides that if an investor resident or ordinarily resident in Ireland for taxation purposes holds a “material interest” in an offshore fund and that fund is located in an offshore state (including a Member State of the European Union, a Member State of the EEA or a member of the OECD with which Ireland has a double taxation treaty) then, dividends paid by the fund to such investor that is not a company and any gain accruing to the investor upon the sale or on the disposal of the interest will be charged to tax currently at the rate of 41%.

There is a deemed disposal and reacquisition of a material interest in an offshore fund at the ending of each period of 8 years beginning with the acquisition of the interest and each subsequent 8 year period. An investor is deemed to have disposed of their material interest immediately before the ending of the period and to have immediately reacquired it at market value at that time. The Finance Act 2007 has introduced new provisions regarding the taxation of Irish Resident individuals or individuals Ordinarily Resident in Ireland who hold shares in investment undertakings. The new provisions introduce the concept of a personal portfolio investment undertaking (“PPIU”). Essentially, an investment undertaking will be considered a PPIU in relation to a specific investor where that investor has influence over the selection of some or all of the property held by the investment undertaking, either directly or through persons acting on behalf of or connected to the investor. Any gain arising on a Chargeable Event in relation to an investment undertaking which is a PPIU in respect of an individual and where that Chargeable Event occurs on or after 20th February 2007, will be taxed currently at the rate of 60%. Specific exemptions apply where the property invested has been clearly identified in the investment undertaking’s marketing and promotional literature and the investment is widely marketed to the public. Further restrictions may be required in the case of investments in land or unquoted shares deriving their value from land. Attention is drawn to the fact that the above rules may not be relevant to corporate unitholders and particular types of unitholders (such as financial institutions), which may be subject to special rules. German Investment Tax Act

As of 1 January 2018 the new German Investment Tax Act (GITA) is in effect. The new tax regime distinguishes between "investment funds" as defined in section 1 paragraph 2 of the GITA and "special-investment funds" as defined in section 26 of the GITA. All Unit Trusts should be treated as "investment funds" pursuant to the GITA and should not be subject to the "special-investment fund" tax regime.

Investors of the Trusts may benefit from a partial tax exemption on all income received from the Trusts (i.e. distributions, capital gains from a disposal / redemption of units and the annual “Vorabpauschale”) depending on the categorisation of the relevant Trust as either an “equity fund” or a “mixed fund” under the GITA. The categorisation of a Trust as "equity fund" or "mixed fund" pursuant to the GITA depends on whether the Trust meets certain requirements defined by the GITA. As a rule, an “equity fund” must pursuant to its investment conditions be permanently invested in equity participations to more than 50% of its gross assets and a “mixed fund” must pursuant to its investment conditions be permanently invested in equity participations to at least 25% of its gross assets. Alternatively, the equity participation quota can be calculated by reference to the net asset value. When calculating the equity participation quota, any loans raised by the Trust are deducted from the equity participations in proportion to the amount of equity participations in the total gross assets of the Trust. In addition the Trust may take into account the actual equity participation quotas published by its target investment Funds on each valuation day. For this purpose, only equity participation quotas of target Funds that have at least one valuation per week will be taken into consideration. Whether the Trust meets the requirements to be classified as an “equity fund” or “mixed fund” pursuant to the GITA is set out in the relevant details of the Trusts in Appendix A. Reporting Requirements

In order to comply with the UK legislation implementing its obligations under various intergovernmental agreements relating to the automatic exchange of information (including the US provisions commonly known as FATCA and the

44

OECD’s Common Reporting Standards), the Manager (or its agent) will collect and report information about Unitholders for this purpose, including information to verify their identity and tax status. Therefore when requested to do so by the Manager or its agent, Unitholders must provide them with information which may be passed on to HM Revenue & Customs, while further information in respect of income earned and gains realised by Unitholders will also be passed to HM Revenue & Customs, and they in turn may pass it on to any relevant overseas tax authorities.

General The Trusts should be regarded as long term investments. It is not intended that the Trusts will have an interest in any immovable property or tangible movable property.

Any person relying on the information contained in this Prospectus, which was current at the date shown, should check

with the Manager that this document is the most current version and that no revisions have been made nor corrections

published to the information contained in the Prospectus since the date shown. Inspection of Documents

Copies of the Trust Deeds and of any Supplemental Deeds and, as available, the Key Investor Information Documents, the Prospectus, the most recent annual and interim reports in respect of each Trust may be inspected at and copies may be obtained from the registered office of the Manager during normal business hours on Business Days. The Register of each Trust is kept and may be inspected at the Registrar’s principal place of business in the United Kingdom at the following address on any Business Day between 9.00 a.m. and 5.00 p.m.: Northern Trust Global Services SE, UK Branch 50 Bank Street London E14 5NT Unitholders may obtain on request from the Manager information relating to the quantitative limits applying in the risk management of the Trusts, the risk management methods which are used in relation to the Trusts and any recent development of the risk and yields of the main categories of investment.

Unitholders’ Rights

Unitholders are entitled to participate in the Trusts on the basis set out in this Prospectus (as amended from time to time). The sections headed ‘Meetings of and Reports to Unitholders’, ‘Report and Accounts’, ‘Complaints’ and ‘Inspection of Documents’ of this Prospectus set out important rights about Unitholders’ participation in the Trusts. Unitholders may have no direct rights against the service providers set out in this Prospectus. Unitholders may be able to take action if the contents of this document are inaccurate or incomplete. Unitholders have statutory and other legal rights which include the right to complain and may include the right to cancel an order or seek compensation. Unitholders who are concerned about their rights in respect of the Trusts should seek legal advice.

Treating Investors Fairly

The fair treatment of investors is embedded throughout the Manager’s policies and procedures to ensure compliance with the principles of Treating Customers Fairly (“TCF”). These principles include, but are not limited to: 1. acting in the best interests of the Trusts and of the investors; 2. executing the investment decisions taken for the account of the Trusts in accordance with the objectives, the

investment policy and the risk profile of the Trusts; 3. ensuring that the interests of any group of investors are not placed above the interests of any other group of

investors; 4. ensuring that fair, correct and transparent pricing models and valuation systems are used for the Trusts managed; 5. preventing undue costs being charged to the Trusts and investors; 6. taking all reasonable steps to avoid conflicts of interests and, when they cannot be avoided, identifying, managing,

monitoring and, where applicable, disclosing those conflicts of interest to prevent them from adversely affecting the interests of investors; and,

7. recognising and dealing with complaints fairly.

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Dealing by The Manager, The Trustee and The Investment Manager

The Rules contain provisions governing any transaction concerning the Scheme which is carried out by or with an "affected person", that is to say: i) the Manager; ii) an associate of the Manager; iii) the Trustee; iv) an associate of the Trustee; v) any Investment Manager; and vi) any associate of any Investment Manager. These provisions enable an affected person (inter alia) to sell or deal in the sale of property to the Trustee for the account of the Trust; vest property in the Trustee against the issue of Units in the Trust; purchase property from the Trustee acting for the account of the Trust; or provide services for the Trust. Any such transactions with or for the Trust are subject to best execution or (alternatively) independent valuation or arms-length transaction requirements set out in the Rules. Investment of the property of the Trust may be made on arms-length terms through a member of an investment exchange (acting as principal) who is an associate of the Manager. Such a person may make a profit out of such dealings, although the Manager will always deal on best execution terms, and neither the Manager nor any such associate will be liable to account for any such profit. Genuine Diversity of Ownership

Units in the Trusts are and will continue to be widely available. The intended categories of investors are retail investors

(who should seek independent financial advice before investing in a Trust) and institutional investors. Different Unit

Classes of a Trust are issued to different types of investors.

Units in the Trusts are and will continue to be marketed and made available sufficiently widely to reach the intended

categories of investors for each Unit Class, and in a manner appropriate to attract those categories of investors. Professional Liability Risks

The Manager covers potential professional liability risks arising from its activities as the Trusts’ Manager through a combination of professional liability insurance covering liability risks arising from professional negligence and additional own funds. Client Assets

Any cash (except unclaimed distributions which may be returned to the relevant Trust) or assets due to Unitholders which are unclaimed for a period of six years (for cash) or twelve years (for assets) will cease to be client money or client assets and may be paid to a registered charity of the Manager’s choice. The Manager will take reasonable steps to contact Unitholders regarding unclaimed cash or assets in accordance with the requirements set out in the FCA Rules before it makes any such payment to charity. Payment of any unclaimed balance to charity will not prevent Unitholders from claiming the money or assets in the future. If the client money or client assets (except for unclaimed distributions) are equal to or below a de minimis amount set by the FCA (£25 or less for retail Unitholders and £100 or less for professional Unitholders) the steps the Manager must take to trace the relevant Unitholders before paying the money or assets to charity are fewer but the Manager will still make efforts to contact affected Unitholders. If in the future, the Manager transfers its business to another authorised fund manager or third party, it may transfer any client money it holds at that time to that other authorised fund manager or third party without obtaining Unitholders specific consent at that time, provided that the Manager complies with its duties under the client money rules which are set out in the FCA Rules at the time of the transfer. Financial Services Compensation Scheme

The Manager is covered by the Financial Services Compensation Scheme (FSCS). If we cannot meet our obligations, investors in our funds may be entitled to compensation under the scheme. For this type of investment, the scheme currently covers 100% of the first £50,000. For further information please refer to www.fscs.org.uk or phone +44 (0) 800 678 1100.

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Complaints

If your complaint relates to advice you have received from your financial adviser please contact them. If your complaint relates to any other aspect please contact the complaints officer: Complaints Officer Baring Asset Management Limited PO Box 3733 Royal Wootton Bassett Swindon SN4 4BG Telephone: +44 (0) 333 300 0372 Email: BFMUK@ntrs.co.uk Any complaint will be handled in accordance with our complaints handling procedures. Making a complaint will not prejudice your rights to commence legal proceedings. If we are unable to resolve your complaint satisfactorily, you may be able to refer your complaint to the Financial Ombudsman Service by writing to them at the address below: The Financial Ombudsman Service Exchange Tower London E14 9SR Telephone: +44 (0) 800 023 4567 Email: complaint.info@financial-ombudsman.org.uk Website: www.financial-ombudsman.org.uk Further information regarding any compensation scheme or any other investor-compensation scheme of which the Manager or the Trust is a member (including, if relevant, membership through a branch) or any alternative arrangement provided, is available on request. All notices or documents required to be served on Unitholders shall be served by post to the address of such Unitholder as evidenced on the Register. All documents and remittances are sent at the risk of the Unitholder. The Manager is under no obligation to account to the Trustee or to the Unitholders of a Trust for any profit or loss made on the issue of Units or in the re-issue or cancellation of Units which have been redeemed and accordingly will not do so. Proxy Voting Policy

The Manager will vote client proxies in accordance with the procedures of the Manager and the Investment Manager and for the benefit of the relevant Trust. The Investment Manager has established a proxy voting policy which is overseen by a proxy voting working group. The policy is designed to ensure that votes are exercised to the exclusive benefit of the Trust concerned. The Manager uses the services of an independent third party service provider to provide proxy analysis, information on events requiring voting, vote recommendations, and to execute the voting decisions of the Investment Manager. Proxies on all proposals are voted, except in those instances when the Investment Manager, with guidance from the proxy voting working group if desired, determines that the economic benefit to the Trust concerned of voting those proxies is outweighed by the cost. The Manager’s proxy voting policy is available on request from the Manager. Best Execution Policy

The Manager must act in the best interests of each Trust when executing decisions to deal on behalf of the relevant Trust. The Manager relies on the execution policy of the Investment Manager. Best execution is the term used to describe the objective of taking all sufficient steps to obtain the best possible result for each transaction carried out by the Investment Manager on the scheme property of the Trusts. In order to obtain the best possible result the Investment Manager takes into account a number of factors including price, both the explicit and implicit costs of trading, size and speed of execution and any other specific considerations relevant to that transaction. The Manager and Investment Manager’s order execution policy sets out the (i) systems and controls that have been put in place and (ii) the factors which the Manager expects to consider when effecting transactions and placing orders in relation to the Trusts. This policy has been developed in accordance with the Manager’s obligations under the Regulations to obtain the best possible results for each Trust. The Manager’s execution policy is available on request from the Manager. Full details of the order execution policy are available on our website at www.barings.com. If you have any questions regarding the policy please contact the Manager or your professional adviser.

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Inducements

In the course of providing portfolio management services, the Investment Manager is prohibited from accepting and

retaining any fees, commission or monetary benefits, or accepting any non-monetary benefits (other than acceptable

minor non-monetary benefits and research which is permitted), where these are paid or provided by any third party or a

person acting on their behalf. The Investment Manager considers that:

(a) information or documentation relating to a financial instrument or investment service, that is generic in nature or

personalised to reflect the circumstances of an individual client;

(b) written material from a third party that is commissioned and paid for by a corporate issuer or potential issuer to

promote a new issuance by the issuer, or where the third party firm is contractually engaged and paid by the

issuer to produce such material on an ongoing basis, provided that the relationship is clearly disclosed in the

material and that the material is made available at the same time to any firms wishing to receive it, or to the

general public;

(c) participation in conferences, seminars and other training events on the benefits and features of a specific

financial instrument or an investment service;

(d) hospitality of a reasonable de minimis value, including food and drink during a business meeting or a conference,

seminar or other training event specified in this clause;

(e) research relating to an issue of shares, debentures, warrants or certificates representing certain securities by an

issuer, which is:

– produced prior to the issue being completed, by a person that is providing underwriting or placing services

to the issuer on that issue; and

– made available to prospective investors in the issue; and

(f) research that is received during a trial period so that the Investment Manager may evaluate the research

provider’s research service in accordance with FCA rules

are regarded as acceptable minor non-monetary benefits as they are capable of enhancing the quality of the service

provided by the Investment Manager to the Unitholders; of a scale and nature that it could not be judged to impair the

Investment Manager’s compliance with its duty to act honestly, fairly and professionally in the best interests of the

Unitholders; and reasonable, proportionate and of a scale that is unlikely to influence the Investment Manager’s

behaviour in any way that is detrimental to the interests of the Unitholders.

If the Investment Manager receives any such fees, commissions or monetary benefits, it will transfer these for the benefit of the relevant Trust and will inform the relevant Trust within the standard reporting. Collateral Management

The Trusts have a collateral management policy which defines “eligible” types of collateral which the Trusts may receive to mitigate counterparty exposure (including any applicable haircuts) arising from the use of derivatives and EPM techniques. A haircut is a reduction to the market value of collateral received in order to allow for a cushion in case the market value of that collateral falls. Collateral received by the Trusts will generally be of high quality and liquid e.g. cash and government securities. The policy sets out the permitted types of collateral which will include cash, government securities, certificates of deposit, bonds or commercial paper issued by relevant institutions. All collateral received to reduce counterparty risk will comply with the following criteria: - it will be highly liquid and traded on a regulated market; - it must be valued at least daily; - it must be of high quality; - it will not be highly correlated with the performance of the counterparty; - it will be sufficiently diversified in terms of country, markets and issuers; - it will be held by the Trustee or a third party custodian, subject to prudential supervision, who is unrelated to the provider of the collateral; and - it will be capable of being fully enforced by the Trust at the time without reference or approval from the counterparty. The collateral policy will set appropriate levels of collateral required to cover counterparty risk in respect of derivatives and other EPM transactions. The Manager, through the Investment Manager, will also employ a clear haircut policy (i.e. a policy in which a pre-determined percentage will be subtracted from the market value of an asset that is being used as collateral) for each class of assets received as collateral taking account of the characteristics of the assets received as collateral such as the credit standing or the price volatility and the outcome of any liquidity stress testing policy. Where cash collateral is received, if it is reinvested it will be diversified in accordance with the requirements of the European Securities and Markets Authority’s Guidelines on ETFs and other UCITS issues (ESMA/2012/832EN). Where cash collateral is reinvested in one or more permitted types of investment, there is a risk that the investment will earn less than the interest that is due to the counterparty in respect of that cash and that it will return less than the amount of cash that was invested. Non-cash collateral will not be sold, reinvested or pledged.

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Appendix A – Details of the Trusts

Barings Dynamic Capital Growth Fund Investment Objective & Policy

The investment objective of the Trust is to achieve capital growth by investing globally. The Trust will seek to achieve its investment objective by investing directly and indirectly across a range of asset classes such as equities and equity related securities, fixed income, currencies, deposits, cash and money market instruments. Exposure may be gained indirectly to alternative investments. In order to implement the investment policy the Trust may gain indirect exposure through transferable securities, or collective investment schemes (including collective investment schemes managed by the Manager or an associate of the Manager). It may also use derivatives including futures, options, warrants, swaps and forward contracts for efficient portfolio management and for investment purposes. Performance Assessment

The Trust is not managed to a benchmark, nor does the Manager use a benchmark in assessing the Trust’s performance, Investors may however refer to the information in the Morningstar’s GBP Flexible Allocation Category (available at http://www.morningstar.co.uk/uk/fundquickrankLegacy/default.aspx?category=EUCA000740) which presents data for a range of funds (including the Trust) which are grouped according to investment style, including performance information, and which enables investors to compare information across products. Global Exposure – Commitment Approach

The Trust will employ a risk-management process which enables it to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of the portfolio; it will employ a process for accurate and independent assessment of the value of OTC derivative instruments. The Trust uses the commitment approach to measure the risks associated with its investment policy. The “commitment method” takes into account netting and hedging arrangements and is defined as the ratio between the Trust’s net investment exposure (not excluding cash and cash equivalents) and the NAV. The standard commitment approach calculation converts the financial derivative position into the market value of an equivalent position in the underlying asset of that derivative. The Trust shall ensure that its global exposure to financial derivative instruments computed on a commitment basis does not exceed 100% of its total net assets. The Trust shall, at all times, comply with the limits on levels of market risk measured through the use of the commitment approach as set out above.

Available Unit Classes

Unit Class A D 2

I X 3

Preliminary Charge Up to 5% Nil Nil Nil

Annual Management Fee1

0.75% 0.30% 0.50% Nil

Base Currency GBP GBP GBP GBP

Dealing Frequency Daily on each Business Day

Accounting Dates Annual: 31 August, Interim: last day of February

Distribution Units (Inc) Dividend Payment Dates

Paid semi-annually no later than 1 November and 1 May in each year

Unhedged Classes Available Class A GBP Acc

Class A GBP Inc Class D GBP Acc

Class I GBP Acc

Class I GBP Inc

Class X GBP Acc

4

Minimum Holding and Subscription Level

GBP Classes

GBP 1,000 GBP 20,000,000 GBP 10,000,000 At the discretion of the Manager

Subsequent Minimum Investment

GBP Classes

GBP 500 GBP 500 GBP 500 GBP 500

1 The current annual management fee is charged against the income of the Trust

2 Class D Units are only available for subscription by certain distributors who have in place a placing agency agreement

or distribution agreement with the Manager or the Investment Manager or their delegates or otherwise at the discretion of the Manager 3 Class X Units are only available for subscription by investors who have in place an agreement with the Manager or

Investment Manager in relation to the collection of an investment management fee or a similar agreement 4 This Unit Class is not launched at the date of this prospectus

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Barings Eastern Trust Investment Objective & Policy

The investment objective of the Trust is to achieve capital growth by investing in the Asia Pacific region excluding Japan. The Trust will seek to achieve its investment objective by investing at least 70% of its total assets directly and indirectly in equities and equity-related securities of companies incorporated in, or exercising the predominant part of their economic activity in the Asia Pacific region excluding Japan, or quoted or traded on the stock exchanges in those countries, including developed and emerging markets. For the remainder of its total assets, the Trust may invest directly and indirectly in equities and equity related securities of companies outside of the Asia Pacific region excluding Japan, as well as in fixed income and cash. In order to implement the investment policy the Trust may gain indirect exposure through American depositary receipts, global depositary receipts and other equity related securities including participation notes, structured notes, equity-linked notes and debt securities convertible into equities. The Trust may also obtain indirect exposure through investments in collective investment schemes (including collective investment schemes managed by the Manager or an associate of the Manager) and other transferable securities. It may also use derivatives including futures, options, swaps, warrants and forward contracts for efficient portfolio management (including hedging). Investment Strategy

The Investment Manager considers that equity markets are inefficient and looks to exploit this inefficiency through fundamental analysis. Equity investment teams at the Investment Manager share a common investment approach, best described as Growth at a Reasonable Price (GARP). The Investment Manager considers that long term earnings growth is the driver of stock market performance and that structured fundamental research and a disciplined investment process combining growth, upside/valuation and quality disciplines can identify attractively priced, growth companies. The Investment Manager also considers that the best way of finding unrecognised growth is to identify quality companies with visibility of earnings over a longer time period of three to five years especially as market consensus data tends to be only available for shorter term periods. The Investment Manager’s strategy favours companies with well-established business franchises, strong management and improving balance sheets. We regard these companies as higher quality as they provide transparency and allow our investment professionals to forecast earnings with greater confidence. This should facilitate the construction of funds which exhibit lower volatility over time. “Bottom up” investment analysis is therefore central to the Investment Manager’s investment thesis. However, macro concerns are integral to the Investment Manager’s company analysis and country and other macro factors are incorporated in the Investment Manager’s analysis through the use of an appropriate Cost of Equity to arrive at price targets for the equities of companies held by the Trust or which the Investment Manager is considering purchasing. The Trust adheres to the investment restrictions required to qualify as "equity fund" pursuant to section 2 paragraph 6 GITA and continuously invests more than 50% of its net asset value in equity participations within the meaning of section 2 paragraph 8 GITA. Performance Comparator

The Trust is not managed to a benchmark, however the Manager uses the MSCI AC Asia ex Japan (Total Gross Return) Index to assess the Trust’s performance. The Manager considers the performance comparator to be an appropriate assessment tool because it tracks the performance of large and medium sized companies from developed and emerging Asian countries. Global Exposure – Commitment Approach

The Trust will employ a risk-management process which enables it to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of the portfolio; it will employ a process for accurate and independent assessment of the value of OTC derivative instruments. The Trust uses the commitment approach to measure the risks associated with its investment policy. The “commitment method” takes into account netting and hedging arrangements and is defined as the ratio between the Trust’s net investment exposure (not excluding cash and cash equivalents) and the NAV. The standard commitment approach calculation converts the financial derivative position into the market value of an equivalent position in the underlying asset of that derivative. The Trust shall ensure that its global exposure to financial derivative instruments computed on a commitment basis does not exceed 100% of its total net assets. The Trust shall, at all times, comply with the limits on levels of market risk measured through the use of the commitment approach as set out above.

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The Investment Manager may invest less than 30% of their total assets in China A Share via the Connect Schemes, RQFII Regime and/or QFII Regime. Available Unit Classes

Unit Class A D 2

I

Preliminary Charge Up to 5% Nil Nil

Annual Management Fee1 1.50% 0.60% 0.75%

Base Currency GBP GBP GBP

Dealing Frequency Daily on each Business Day

Accounting Dates Annual: 31 August, Interim: last day of February

Distribution Units (Inc) Dividend Payment Dates

Paid annually no later than 1 November in each year

Unhedged Classes Available

Class A GBP Acc

Class A GBP Inc

Class A USD Acc

Class A USD Inc 3

Class D GBP Inc Class I GBP Acc

Class I GBP Inc

Minimum Holding and Subscription Level

GBP Classes GBP 1,000 GBP 30,000,000 GBP 10,000,000

USD Classes USD 5,000 - -

Subsequent Minimum Investment

GBP Classes GBP 500 GBP 500 GBP 500

USD Classes USD 2,500 - -

1

The current annual management fee is charged against the income of the Trust 2 Class D Units are only available for subscription by certain distributors who have in place a placing agency agreement

or distribution agreement with the Manager or the Investment Manager or their delegates or otherwise at the discretion of the Manager 3 This Unit Class is not launched at the date of this prospectus

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Barings Europe Select Trust

Investment Objective & Policy

The investment objective of the Trust is to achieve capital growth by investing in Europe excluding the United Kingdom. The Trust will seek to achieve its investment objective by investing at least 75% of its total assets directly and indirectly in equities and equity-related securities of smaller companies incorporated in, or exercising the predominant part of their economic activity in Europe excluding the United Kingdom, or quoted or traded on the stock exchanges in Europe excluding the United Kingdom. Smaller European companies can be defined as those companies which are constituents of the bottom 30% of total market capitalisation of Europe’s listed companies (this excludes companies in the United Kingdom). For the remainder of its total assets, the Trust may invest directly and indirectly in equities and equity-related securities outside of Europe (including in the United Kingdom), as well as in larger companies, and in fixed income and cash. In order to implement the investment policy the Trust may gain indirect exposure through American depositary receipts, global depositary receipts and other equity related securities including participation notes, structured notes, equity-linked notes and debt securities convertible into equities. The Trust may also obtain indirect exposure through investments in collective investment schemes (including collective investment schemes managed by the Manager or an associate of the Manager) and other transferable securities. It may also use derivatives including futures, options, swaps, warrants and forward contracts for efficient portfolio management (including hedging). Investment Strategy

The Investment Manager considers that equity markets are inefficient and looks to exploit this inefficiency through fundamental analysis. Equity investment teams at the Investment Manager share a common investment approach, best described as Growth at a Reasonable Price (GARP). The Investment Manager considers that long term earnings growth is the driver of stock market performance and that structured fundamental research and a disciplined investment process combining growth, upside/valuation and quality disciplines can identify attractively priced, growth companies. The Investment Manager also considers that the best way of finding unrecognised growth is to identify quality companies with visibility of earnings over a longer time period of three to five years especially as market consensus data tends to be only available for shorter term periods. The Investment Manager’s strategy favours companies with well-established business franchises, strong management and improving balance sheets. We regard these companies as higher quality as they provide transparency and allow our investment professionals to forecast earnings with greater confidence. This should facilitate the construction of funds which exhibit lower volatility over time. “Bottom up” investment analysis is therefore central to the Investment Manager’s investment thesis. However, macro concerns are integral to the Investment Manager’s company analysis and country and other macro factors are incorporated in the Investment Manager’s analysis through the use of an appropriate Cost of Equity to arrive at price targets for the equities of companies held by the Trust or which the Investment Manager is considering purchasing. Investors’ attention is drawn to the fact that the Trust is eligible to the personal equity plan (“plan d’epargne en actions” or “PEA”) in France. In this context, the Manager undertakes that the Trust will invest on a permanent basis at least 75% of its assets in securities or rights eligible to the French PEA Savings Plan “PEA” regime, that is shares and warrants issued by companies where the head office is in the European Union (EU) or a European Economic Area (EEA) Country, except Liechtenstein, and subject to corporate income tax under normal conditions the Trust will be suitable for French investors. The Trust adheres to the investment restrictions required to qualify as "equity fund" pursuant to section 2 paragraph 6 GITA and continuously invests more than 50% of its net asset value in equity participations within the meaning of section 2 paragraph 8 GITA. Performance Comparator

The Trust is not managed to a benchmark, however the Manager uses the EMIX Smaller European Companies Ex UK (Total Gross Return) Index to assess the Trust’s performance. The Manager considers the performance comparator to be an appropriate assessment tool because it tracks the performance of small and medium sized companies from developed European countries excluding the UK.

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Global Exposure – Commitment Approach

The Trust will employ a risk-management process which enables it to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of the portfolio; it will employ a process for accurate and independent assessment of the value of OTC derivative instruments. The Trust uses the commitment approach to measure the risks associated with its investment policy. The “commitment method” takes into account netting and hedging arrangements and is defined as the ratio between the Trust’s net investment exposure (not excluding cash and cash equivalents) and the NAV. The standard commitment approach calculation converts the financial derivative position into the market value of an equivalent position in the underlying asset of that derivative. The Trust shall ensure that its global exposure to financial derivative instruments computed on a commitment basis does not exceed 100% of its total net assets. The Trust shall, at all times, comply with the limits on levels of market risk measured through the use of the commitment approach as set out above. Available Unit Classes

Unit Class A I

Preliminary Charge Up to 5% Nil

Annual Management Fee 1

1.50% 0.75%

Base Currency GBP GBP

Dealing Frequency Daily on each Business Day

Accounting Dates Annual: 31 August, Interim: last day of February

Distribution Units (Inc) Dividend Payment Dates

Paid semi-annually no later than 1 November and 1 May in each year

Hedged Classes Available Class A CHF Hedged Acc

2

Class A RMB Hedged Acc 2

Class I CHF Hedged Acc 2

Unhedged Classes Available

Class A EUR Acc

Class A EUR Inc

Class A GBP Inc

Class A USD Acc

Class I EUR Acc

Class I EUR Inc

Class I GBP Inc

Class I USD Acc 2

Minimum Holding and Subscription Level

CHF Classes CHF 5,000 CHF 10,000,000

EUR Classes EUR 5,000 EUR 10,000,000

GBP Classes GBP 1,000 GBP 10,000,000

RMB Classes USD 5,000 -

USD Classes USD 5,000 USD 10,000,000

Subsequent Minimum Investment

CHF Classes CHF 1,000 CHF 1,000

EUR Classes EUR 1,000 EUR 1,000

GBP Classes GBP 500 GBP 500

RMB Classes USD 2,500 -

USD Classes USD 2,500 USD 2,500

1 The current annual management fee is charged against the income of the Trusts

2 This Unit Class is not launched at the date of this prospectus

53

Barings European Growth Trust

Investment Objective & Policy

The investment objective of the Trust is to achieve capital growth by investing in Europe excluding the United Kingdom. The Trust will seek to achieve its investment objective by investing at least 70% of its total assets directly and indirectly in equities and equity-related securities of companies incorporated in, or exercising the predominant part of their economic activity in Europe excluding the United Kingdom, or quoted or traded on the stock exchanges in Europe excluding the United Kingdom. For the remainder of its total assets, the Trust may invest directly and indirectly in equities and equity-related securities outside of Europe (including in the United Kingdom) as well as in fixed income and cash. In order to implement the investment policy the Trust may gain indirect exposure through American depositary receipts, global depositary receipts and other equity related securities including participation notes, structured notes, equity-linked notes and debt securities convertible into equities. The Trust may also obtain indirect exposure through investments in collective investment schemes (including collective investment schemes managed by the Manager or an associate of the Manager) and other transferable securities. It may also use derivatives including futures, options, swaps, warrants and forward contracts for efficient portfolio management (including hedging). Investment Strategy The Investment Manager considers that equity markets are inefficient and looks to exploit this inefficiency through fundamental analysis. Equity investment teams at the Investment Manager share a common investment approach, best described as Growth at a Reasonable Price (GARP). The Investment Manager considers that long term earnings growth is the driver of stock market performance and that structured fundamental research and a disciplined investment process combining growth, upside/valuation and quality disciplines can identify attractively priced, growth companies. The Investment Manager also considers that the best way of finding unrecognised growth is to identify quality companies with visibility of earnings over a longer time period of three to five years especially as market consensus data tends to be only available for shorter term periods. The Investment Manager’s strategy favours companies with well-established business franchises, strong management and improving balance sheets. We regard these companies as higher quality as they provide transparency and allow our investment professionals to forecast earnings with greater confidence. This should facilitate the construction of funds which exhibit lower volatility over time. “Bottom up” investment analysis is therefore central to the Investment Manager’s investment thesis. However, macro concerns are integral to the Investment Manager’s company analysis and country and other macro factors are incorporated in the Investment Manager’s analysis through the use of an appropriate Cost of Equity to arrive at price targets for the equities of companies held by the Trust or which the Investment Manager is considering purchasing. The Trust adheres to the investment restrictions required to qualify as "equity fund" pursuant to section 2 paragraph 6 GITA and continuously invests more than 50% of its net asset value in equity participations within the meaning of section 2 paragraph 8 GITA. Performance Comparator

The Trust is not managed to a benchmark, however the Manager uses the MSCI Europe ex UK (Total Net Return) Index to assess the Trust’s performance.

The Manager considers the performance comparator to be an appropriate assessment tool because it tracks the performance of large and medium sized companies from developed and emerging European countries excluding the UK. Global Exposure – Commitment Approach

The Trust will employ a risk-management process which enables it to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of the portfolio; it will employ a process for accurate and independent assessment of the value of OTC derivative instruments. The Trust uses the commitment approach to measure the risks associated with its investment policy. The “commitment method” takes into account netting and hedging arrangements and is defined as the ratio between the Trust’s net investment exposure (not excluding cash and cash equivalents) and the NAV. The standard commitment approach calculation converts the financial derivative position into the market value of an equivalent position in the underlying asset of that derivative. The Trust shall ensure that its global exposure to financial derivative instruments computed on a commitment basis does not exceed 100% of its total net assets. The Trust shall, at all times, comply with the limits on levels of market risk measured through the use of the commitment approach as set out above.

54

Available Unit Classes

Unit Class A I

Preliminary Charge Up to 5% Nil

Annual Management Fee 1

1.50% 0.75%

Base Currency GBP GBP

Dealing Frequency Daily on each Business Day

Accounting Dates Annual: 31 August, Interim: last day of February

Distribution Units (Inc) Dividend Payment Dates

Paid annually no later than 1 November in each year

Unhedged Classes Available Class A GBP Inc Class I GBP Inc

Minimum Holding and Subscription Level

GBP Classes GBP 1,000 GBP 10,000,000

Subsequent Minimum Investment

GBP Classes GBP 500 GBP 500

1

The current annual management fee is charged against the income of the Trusts

55

Barings German Growth Trust

Investment Objective and Policies

The investment objective of the Trust is to achieve capital growth by investing in Germany. The Trust will seek to achieve its investment objective by investing at least 75% of its total assets directly and indirectly in equities and equity related securities of companies incorporated in, or exercising the predominant part of their economic activity in Germany, or quoted or traded on the stock exchanges in Germany. For the remainder of its total assets, the Trust may invest directly and indirectly in equities and equity-related securities outside of Germany as well as in fixed income and cash. In order to implement the investment policy the Trust may gain indirect exposure through American depositary receipts, global depositary receipts and other equity related securities including participation notes, structured notes, equity-linked notes and debt securities convertible into equities. The Trust may also obtain indirect exposure through investments in collective investment schemes (including collective investment schemes which are managed by the Manager or an associate of the Manager) and other transferable securities. It may also use derivatives including futures, options, swaps, warrants and forward contracts for efficient portfolio management (including hedging). Investment Strategy The Investment Manager considers that equity markets are inefficient and looks to exploit this inefficiency through fundamental analysis. Equity investment teams at the Investment Manager share a common investment approach, best described as Growth at a Reasonable Price (GARP). The Investment Manager considers that long term earnings growth is the driver of stock market performance and that structured fundamental research and a disciplined investment process combining growth, upside/valuation and quality disciplines can identify attractively priced, growth companies. The Investment Manager also considers that the best way of finding unrecognised growth is to identify quality companies with visibility of earnings over a longer time period of three to five years especially as market consensus data tends to be only available for shorter term periods. The Investment Manager’s strategy favours companies with well-established business franchises, strong management and improving balance sheets. We regard these companies as higher quality as they provide transparency and allow our investment professionals to forecast earnings with greater confidence. This should facilitate the construction of funds which exhibit lower volatility over time. “Bottom up” investment analysis is therefore central to the Investment Manager’s investment thesis. However, macro concerns are integral to the Investment Manager’s company analysis and country and other macro factors are incorporated in the Investment Manager’s analysis through the use of an appropriate Cost of Equity to arrive at price targets for the equities of companies held by the Trust or which the Investment Manager is considering purchasing. The attention of investors is drawn to the fact that the Trust is eligible to the personal equity plan (“plan d’epargne en actions” or “PEA”) in France. In this context, the Manager undertakes that the Trust will invest on a permanent basis at least 75% of its assets in securities or rights eligible to the French PEA Savings Plan “PEA” regime, that is shares and warrants issued by companies where the head office is in the European Union (EU) or a European Economic Area (EEA) Country, except Liechtenstein, and subject to corporate income tax under normal conditions the Trust will be suitable for French investors. The Trust adheres to the investment restrictions required to qualify as "equity fund" pursuant to section 2 paragraph 6 GITA and continuously invests more than 50% of its net asset value in equity participations within the meaning of section 2 paragraph 8 GITA. Performance Comparator

The Trust is not managed to a benchmark, however the Manager uses the HDAX® (Total Return) Index to assess the Trust’s performance. The Manager considers the performance comparator to be an appropriate assessment tool because it tracks the performance of the stock market index in Germany. Global Exposure – Commitment Approach

The Trust will employ a risk-management process which enables it to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of the portfolio; it will employ a process for accurate and independent assessment of the value of OTC derivative instruments. The Trust uses the commitment approach to measure the risks associated with its investment policy.

56

The “commitment method” takes into account netting and hedging arrangements and is defined as the ratio between the Trust’s net investment exposure (not excluding cash and cash equivalents) and the NAV. The standard commitment approach calculation converts the financial derivative position into the market value of an equivalent position in the underlying asset of that derivative. The Trust shall ensure that its global exposure to financial derivative instruments computed on a commitment basis does not exceed 100% of its total net assets. The Trust shall, at all times, comply with the limits on levels of market risk measured through the use of the commitment approach as set out above.

Available Unit Classes

Unit Class A I

Preliminary Charge Up to 5% Nil

Annual Management Fee1 1.50% 0.75%

Base Currency EUR EUR

Dealing Frequency Daily on each Business Day

Accounting Dates Annual:31 August, Interim: last day of February

Distribution Units (Inc) Dividend Payment Dates

Paid annually no later than 1 November in each year

Hedged Classes Available

Class A CHF Hedged Acc2

Class A RMB Hedged Acc

Class A USD Hedged Acc

Class I CHF Hedged Acc2

Class I GBP Hedged Acc2

Class I GBP Hedged Inc2

Unhedged Classes Available1

Class A EUR Acc

Class A EUR Inc

Class A GBP Acc

Class A GBP Inc

Class A USD Acc

Class I EUR Acc

Class I EUR Inc

Class I GBP Acc

Class I GBP Inc

Class I USD Acc

Minimum Holding and Subscription Level

CHF Classes CHF 5,000 CHF 10,000,000

EUR Classes EUR 5,000 EUR 10,000,000

GBP Classes GBP 1,000 GBP 10,000,000

RMB Classes USD 5,000 -

USD Classes USD 5,000 USD 10,000,000

Subsequent Minimum Investment

CHF Classes CHF 1,000 CHF 1,000

EUR Classes EUR 1,000 EUR 1,000

GBP Classes GBP 500 GBP 500

RMB Classes USD 2,500 -

USD Classes USD 2,500 USD 2,500

1 The current annual management fee is charged against the income of the Trusts

2 This Unit Class is not launched at the date of this prospectus

57

Baring Global Growth Trust This Trust has been liquidated. Investors’ subscriptions to this Trust will not be accepted.

Investment Objective & Policy

The investment objective of the Trust is to achieve long-term capital growth by investing globally. The Trust will seek to achieve its investment objective by investing at least 70% of its total assets directly and directly in equities and equity-related securities of companies listed, quoted or traded on global markets, including developed and emerging markets. For the remainder of its total assets, the Trust may invest in fixed income and cash. While the Trust will aim to diversify its investments, allocation to certain countries, industries or sectors may be more than 30% of its total assets depending on the Investment Manager’s assessment at different times. In order to implement the investment policy the Trust may gain exposure through American depositary receipts, global depositary receipts and other equity related securities including participation notes, structured notes, equity-linked notes and debt securities convertible into equities. The Trust may also invest in collective investment schemes and other transferable securities. It may also use derivatives including futures, options, swaps, warrants and forward contracts for efficient portfolio management (including hedging). Investment Strategy The Investment Manager considers that equity markets are inefficient and looks to exploit this inefficiency through fundamental analysis. Equity investment teams at the Investment Manager share a common investment approach, best described as Growth at a Reasonable Price (GARP). The Investment Manager considers that long term earnings growth is the driver of stock market performance and that structured fundamental research and a disciplined investment process combining growth, upside/valuation and quality disciplines can identify attractively priced, growth companies. The Investment Manager also considers that the best way of finding unrecognised growth is to identify quality companies with visibility of earnings over a longer time period of three to five years especially as market consensus data tends to be only available for shorter term periods. The Investment Manager’s strategy favours companies with well-established business franchises, strong management and improving balance sheets. We regard these companies as higher quality as they provide transparency and allow our investment professionals to forecast earnings with greater confidence. This should facilitate the construction of funds which exhibit lower volatility over time. “Bottom up” investment analysis is therefore central to the Investment Manager’s investment thesis. However, macro concerns are integral to the Investment Manager’s company analysis and country and other macro factors are incorporated in the Investment Manager’s analysis through the use of an appropriate Cost of Equity to arrive at price targets for the equities of companies held by the Trust or which the Investment Manager is considering purchasing. Leverage and Value at Risk

The Trust will employ a risk-management process which enables it to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of the portfolio; it will employ a process for accurate and independent assessment of the value of OTC derivative instruments. The Trust uses the commitment approach to measure the risks associated with its investment policy. The “commitment method” takes into account netting and hedging arrangements and is defined as the ratio between the Trust’s net investment exposure (not excluding cash and cash equivalents) and the NAV. The standard commitment approach calculation converts the financial derivative position into the market value of an equivalent position in the underlying asset of that derivative. The Trust shall ensure that its global exposure to financial derivative instruments computed on a commitment basis does not exceed 100% of its total net assets. The Trust shall, at all times, comply with the limits on levels of market risk measured through the use of the commitment approach as set out above.

58

Barings Japan Growth Trust Investment Objective & Policy

The investment objective of the Trust is to achieve capital growth by investing in Japan. The Trust will seek to achieve its investment objective by investing at least 70% of its total assets directly and indirectly in equities and equity-related securities of companies incorporated in, or exercising the predominant part of their economic activity in Japan, or quoted or traded on the stock exchanges in Japan. For the remainder of its total assets, the Trust may invest directly and indirectly in equities and equity-related securities outside of Japan as well as in fixed income and cash. In order to implement the investment policy the Trust may gain indirect exposure through American depositary receipts, global depositary receipts and other equity related securities including participation notes, structured notes, equity-linked notes and debt securities convertible into equities. The Trust may also obtain indirect exposure through investments in collective investment schemes (including collective investment schemes which are managed by the Manager or an associate of the Manager) and other transferable securities. It may also use derivatives including futures, options, swaps, warrants and forward contracts for efficient portfolio management (including hedging).

Investment Strategy The Investment Manager considers that equity markets are inefficient and looks to exploit this inefficiency through fundamental analysis. Equity investment teams at the Investment Manager share a common investment approach, best described as Growth at a Reasonable Price (GARP). The Investment Manager considers that long term earnings growth is the driver of stock market performance and that structured fundamental research and a disciplined investment process combining growth, upside/valuation and quality disciplines can identify attractively priced, growth companies. The Investment Manager also considers that the best way of finding unrecognised growth is to identify quality companies with visibility of earnings over a longer time period of three to five years especially as market consensus data tends to be only available for shorter term periods. The Investment Manager’s strategy favours companies with well-established business franchises, strong management and improving balance sheets. We regard these companies as higher quality as they provide transparency and allow our investment professionals to forecast earnings with greater confidence. This should facilitate the construction of funds which exhibit lower volatility over time. “Bottom up” investment analysis is therefore central to the Investment Manager’s investment thesis. However, macro concerns are integral to the Investment Manager’s company analysis and country and other macro factors are incorporated in the Investment Manager’s analysis through the use of an appropriate Cost of Equity to arrive at price targets for the equities of companies held by the Trust or which the Investment Manager is considering purchasing. Performance Comparator

The Trust is not managed to a benchmark, however the Manager uses the Japan (TSE) First Section (Total Gross Return) Index to assess the Trust’s performance. The Manager considers the performance comparator to be an appropriate assessment tool because it tracks the performance of the largest companies in the Japanese stock market. Global Exposure – Commitment Approach

The Trust will employ a risk-management process which enables it to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of the portfolio; it will employ a process for accurate and independent assessment of the value of OTC derivative instruments. The Trust uses the commitment approach to measure the risks associated with its investment policy. The “commitment method” takes into account netting and hedging arrangements and is defined as the ratio between the Trust’s net investment exposure (not excluding cash and cash equivalents) and the NAV. The standard commitment approach calculation converts the financial derivative position into the market value of an equivalent position in the underlying asset of that derivative. The Trust shall ensure that its global exposure to financial derivative instruments computed on a commitment basis does not exceed 100% of its total net assets. The Trust shall, at all times, comply with the limits on levels of market risk measured through the use of the commitment approach as set out above.

59

Available Unit Classes

Unit Class A I

Preliminary Charge Up to 5% Nil

Annual Management Fee 1 1.50% 0.75%

Base Currency GBP GBP

Dealing Frequency Daily on each Business Day

Annual Accounting Dates Annual: 31 August, Interim: last day of February

Distribution Units (Inc) Dividend Payment Dates

Paid annually no later than 1 November in each year

Unhedged Classes Available Class A GBP Acc Class I GBP Acc

Class I GBP Inc

Minimum Holding and Subscription Level

GBP Classes GBP 1,000 GBP 10,000,000

Subsequent Minimum Investment

GBP Classes GBP 500 GBP 500

1 The current annual management fee is charged against the income of the Trusts

60

Barings Korea Trust Investment Objective & Policy

The investment objective of the Trust is to achieve capital growth by investing in Korea.

The Trust will seek to achieve its investment objective by investing at least 70% of its total assets directly and indirectly in

equities and equity-related securities of companies incorporated in, or exercising the predominant part of their economic

activity in Korea, or quoted or traded on the stock exchanges in Korea. For the remainder of its total assets, the Trust may invest directly or indirectly in equities and equity-related securities outside of Korea as well as in fixed income and cash. In order to implement the investment policy the Trust may gain indirect exposure through American depositary receipts, global depositary receipts and other equity related securities including participation notes, structured notes, equity-linked notes and debt securities convertible into equities. The Trust may also obtain indirect exposure through investments in collective investment schemes (including collective investment schemes which are managed by the Manager or an associate of the Manager) and other transferable securities. It may also use derivatives including futures, options, swaps, warrants and forward contracts for efficient portfolio management (including hedging). Investment Strategy The Investment Manager considers that equity markets are inefficient and looks to exploit this inefficiency through fundamental analysis. Equity investment teams at the Investment Manager share a common investment approach, best described as Growth at a Reasonable Price (GARP). The Investment Manager considers that long term earnings growth is the driver of stock market performance and that structured fundamental research and a disciplined investment process combining growth, upside/valuation and quality disciplines can identify attractively priced, growth companies. The Investment Manager also considers that the best way of finding unrecognised growth is to identify quality companies with visibility of earnings over a longer time period of three to five years especially as market consensus data tends to be only available for shorter term periods. The Investment Manager’s strategy favours companies with well-established business franchises, strong management and improving balance sheets. We regard these companies as higher quality as they provide transparency and allow our investment professionals to forecast earnings with greater confidence. This should facilitate the construction of funds which exhibit lower volatility over time. “Bottom up” investment analysis is therefore central to the Investment Manager’s investment thesis. However, macro concerns are integral to the Investment Manager’s company analysis and country and other macro factors are incorporated in the Investment Manager’s analysis through the use of an appropriate Cost of Equity to arrive at price targets for the equities of companies held by the Trust or which the Investment Manager is considering purchasing. The Trust adheres to the investment restrictions required to qualify as "equity fund" pursuant to section 2 paragraph 6 GITA and continuously invests more than 50% of its net asset value in equity participations within the meaning of section 2 paragraph 8 GITA. Performance Comparator

The Trust is not managed to a benchmark, however the Manager uses the Korea Composite Stock Price Index (KOSPI) to assess the Trust’s performance.

The Manager considers the performance comparator to be an appropriate assessment tool because it tracks the performance of the largest companies in the South Korean stock market. Global Exposure – Commitment Approach

The Trust will employ a risk-management process which enables it to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of the portfolio; it will employ a process for accurate and independent assessment of the value of OTC derivative instruments. The Trust uses the commitment approach to measure the risks associated with its investment policy. The “commitment method” takes into account netting and hedging arrangements and is defined as the ratio between the Trust’s net investment exposure (not excluding cash and cash equivalents) and the NAV. The standard commitment approach calculation converts the financial derivative position into the market value of an equivalent position in the underlying asset of that derivative. The Trust shall ensure that its global exposure to financial derivative instruments computed on a commitment basis does not exceed 100% of its total net assets. The Trust shall, at all times, comply with the limits on levels of market risk measured through the use of the commitment approach as set out above.

61

Available Unit Classes

Unit Class A I

Preliminary Charge Up to 5% Nil

Annual Management Fee 1 1.50% 0.75%

Base Currency GBP GBP

Dealing Frequency Daily on each Business Day

Accounting Dates Annual: 30 April, Interim 31 October

Distribution Units (Inc) Dividend Payment Dates

Paid annually no later than 31 July in each year

Hedged Classes Available Class A CHF Hedged Acc

2

Class A RMB Hedged Acc 2

Class I CHF Hedged Acc 2

Unhedged Classes Available

Class A EUR Acc 2

Class A GBP Acc

Class A USD Acc 2

Class I GBP Acc

Class I GBP Inc

Class I USD Acc

Minimum Holding and Subscription Level

CHF Classes CHF 5,000 CHF 10,000,000

EUR Classes EUR 5,000 -

GBP Classes GBP 1,000 GBP 10,000,000

RMB Classes USD 5,000 -

USD Classes USD 5,000 USD 10,000,000

Subsequent Minimum Investment

CHF Classes CHF 1,000 CHF 1,000

EUR Classes EUR 1,000 -

GBP Classes GBP 500 GBP 500

RMB Classes USD 2,500 -

USD Classes USD 2,500 USD 2,500

1 The current annual management fee is charged against the income of the Trusts

2 This Unit Class is not launched at the date of this prospectus

62

Barings Strategic Bond Fund Investment Objective & Policy

The investment objective of the Trust is to achieve capital growth together with income by investing globally. The Trust will seek to achieve its investment objective by investing directly and indirectly in fixed income securities globally, as well as cash, near cash and money market instruments. The Trust may invest directly and indirectly in investment grade, sub-investment grade and unrated bonds issued by governments, sovereigns, supranationals and corporates in developed and emerging markets. The Investment Manager has the ability to invest directly or indirectly in debt securities of any maturity, duration or credit rating (including unrated). In order to implement the investment policy, the Trust may gain indirect exposure through investments in collective investment schemes (including collective investment schemes which are managed by the Manager or an associate of the Manager) and other transferable securities. It may also obtain indirect exposure through derivatives including futures, options, swaps, warrants and forward contracts for efficient portfolio management and for investment purposes. Forward currency transactions will be used to gain exposure to currencies and may be used to manage currency risk when considered appropriate. Performance Assessment

The Trust is not managed to a benchmark, nor does the Manager use a benchmark in assessing the Trust’s performance, Investors may however refer to the information in Morningstar’s Global Bond Category (available at http://www.morningstar.co.uk/uk/fundquickrankLegacy/default.aspx?category=EUCA000759) which presents data for a range of funds (including the Trust) which are grouped according to investment style, including performance information, and which enables investors to compare information across products. Leverage and Value at Risk

When derivatives are used the Trust may be leveraged through the leverage inherent in the use of derivatives.

Leverage when calculated as the sum of the notionals of all derivatives used, will be as prescribed in the Committee of European Securities Regulator’s Guidelines on Risk Measurement and the Calculation of Global Exposure and Counterparty Risk for UCITS. The level of the Trust’s leverage is expected to vary between 0% and 400% of its net asset value.

Leverage may vary over time and higher leverage levels are possible, in particular during periods of significant net subscriptions or redemptions into the Trust where futures could be used for exposure management. In such circumstances, leverage, when calculated as the sum of notionals of all derivatives used, is not expected to exceed 400% of the Trust’s net asset value at any one time.

In order to measure market risk volatility the Trust will use an absolute “Value at Risk” methodology (“VaR”) which is an advanced risk measurement methodology. The VaR approach is a measure of the maximum potential loss due to market risk rather than leverage. More particularly, the VaR approach measures the maximum potential loss at a given confidence level (probability) over a specific time period under normal market conditions. The VaR of the Trust will not be greater than 20%. The Trust shall, at all times, comply with the limits on levels of market risk measured through the use of the Value at Risk methodology as set out above.

Available Unit Classes

Unit Class A I X 3

Preliminary Charge Up to 5% Nil Nil

Annual Management Fee 1 1.25% 0.65% Nil

Base Currency GBP GBP GBP

Dealing Frequency Daily on each Business Day

Accounting Dates Annual: 31 August, Interim: last day of February

Distribution Units (Inc) Dividend Payment Dates

Paid semi-annually no later than 1 November and 1 May each year

63

Unit Class A I X 3

Hedged Classes Available

Class A CHF Hedged Acc2

Class A CHF Hedged Inc 2

Class A EUR Hedged Acc2

Class A EUR Hedged Inc2

Class A USD Hedged Acc2

Class A USD Hedged Inc2

Class I CHF Hedged Acc2

Class I CHF Hedged Inc2

Class I EUR Hedged Acc2

Class I EUR Hedged Inc2

Class I USD Hedged Acc2

Class I USD Hedged Inc2

-

Unhedged Classes Available Class A GBP Inc Class I GBP Acc

Class I GBP Inc2

Class X GBP Acc

2

Minimum Holding and Subscription Level

CHF Classes CHF 5,000 CHF 10,000,000 CHF 10,000,000

EUR Classes EUR 5,000 EUR 10,000,000 EUR 10,000,000

GBP Classes GBP 1,000 GBP 10,000,000 GBP 10,000,000

RMB Classes USD 5,000 - -

USD Classes USD 5,000 USD 10,000,000 USD 10,000,000

Subsequent Minimum Investment

CHF Classes CHF 1,000 CHF 1,000 CHF 1,000

EUR Classes EUR 1,000 EUR 1,000 EUR 1,000

GBP Classes GBP 500 GBP 500 GBP 500

RMB Classes USD 2,500 - -

USD Classes USD 2,500 USD 2,500 USD 2,500

1 The current annual management fee is charged against the income of the Trusts

2 This Unit Class is not launched at the date of this prospectus

3 Class X Units are only available for subscription by investors who have in place an agreement with the Manager or

Investment Manager in relation to the collection of an investment management fee or a similar agreement

64

Baring UK Growth Trust This Trust has been liquidated. Investors’ subscriptions to this Trust will not be accepted.

Investment Objective & Policy

The investment objective of the Trust is to achieve long-term capital growth through selective investment in economic sectors in the United Kingdom through securities in any country and/or economic sectors throughout the world represented in the United Kingdom markets. The Managers' policy is to invest primarily in a variety of companies ranging from those offering strong growth potential to those offering recovery potential.

Leverage and Value at Risk

The Trust will employ a risk-management process which enables it to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of the portfolio; it will employ a process for accurate and independent assessment of the value of OTC derivative instruments. The Trust uses the commitment approach to measure the risks associated with its investment policy. The “commitment method” takes into account netting and hedging arrangements and is defined as the ratio between the Trust’s net investment exposure (not excluding cash and cash equivalents) and the NAV. The standard commitment approach calculation converts the financial derivative position into the market value of an equivalent position in the underlying asset of that derivative. The Trust shall ensure that its global exposure to financial derivative instruments computed on a commitment basis does not exceed 100% of its total net assets. The Trust shall, at all times, comply with the limits on levels of market risk measured through the use of the commitment approach as set out above.

65

Appendix B – Eligible Securities and Derivatives Markets

With the exception of permitted investments in unlisted securities, the Trusts will only invest in securities traded on a

stock exchange or market which meets with certain regulatory criteria (regulated, operated regularly, be recognised and

open to the public) and which are listed below.

For the purpose of the Trusts, a market shall be:-

In relation to any investment which constitutes a transferable security:

(i) Any country, stock exchange or market which is:

- Located in any member state of the EEA; or

- Located in any of the following countries:

Australia

Canada

Japan

Hong Kong

New Zealand

Switzerland

United States of America; or

(ii) Any stock exchange or market included in the following list

Argentina - Bolsa de Comercio de Buenos Aires

Argentina - Mercado Abierto Electronico S.A.

Bahrain - Bahrain Bourse

Bangladesh - Dhaka Stock Exchange Ltd

Bangladesh - Chittagong Stock Exchange

Brazil - Sociedade Operadora Do Mercado De Ativos S.A.

Brazil - BM&F Bovespa SA

Brazil - Central de Custodia e de Liquidacao Financiera de Titulos

Channel Islands - Channel Islands Stock Exchange

Chile - La Bolsa Electronica De Chile

Chile - Bolsa de Comercio de Santiago

China - Shanghai Stock Exchange

China - Shenzhen Stock Exchange

China - China Interbank Bond Market

Colombia - Bolsa de Valores de Colombia

Egypt - The Egyptian Exchange

Ghana - Ghana Stock Exchange

Iceland - NASDAQ OMX ICELAND hf

India - Bombay Stock Exchange

India - National Stock Exchange (NSE)

Indonesia - The Indonesia Stock Exchange (IDX)

Israel - Tel Aviv Stock Exchange

Jordan - Amman Stock Exchange

Kenya - Nairobi Securities Exchange

The Republic of Korea - The Korea Exchange (KRX)

Malaysia - Bursa Malaysia Berhad

Mauritius - The Stock Exchange of Mauritius

Mexico - Bolsa Mexicana de Valores

Morocco - Casablanca Stock Exchange

Nigeria - The Nigerian Stock Exchange

Oman - Muscat Securities Market

Pakistan - Pakistan Stock Exchange

Peru - Bolsa de Valores de Lima

Philippines - The Philippine Stock Exchange

Russia - Moscow Exchange

Serbia - Belgrade Stock Exchange

South Africa - JSE Limited

Singapore - Singapore Exchange Limited

Sri Lanka - Colombo Stock Exchange

Taiwan - Taiwan Stock Exchange (TWSE)

Thailand - Stock Exchange of Thailand (SET)

66

Turkey - Borsa Istanbul

United Arab Emirates - Abu Dhabi Market; Dubai Financial Markets

Uruguay - Bolsa De Valores De Montevideo

Venezuela - Bolsa De Valores De Caracas

Vietnam - Ho Chi Minh Stock Exchange

Vietnam - Hanoi Stock Exchange

Zambia - Lusaka Stock Exchange

(iii) Any exchange traded derivative market in the following list

American Stock Exchange Australian Stock Exchange’s Derivatives Division ASX Limited (Australian Securities Exchange) Athens Stock Exchange Bolsa Mexicana de Valores Borsa Italiana TSX Venture Exchange Chicago Board of Trade Chicago Board Options Exchange Chicago Mercantile Exchange Eurex Euronext Amsterdam Euronext Brussels Euronext LIFFE Euronext Derivatives Lisbon Euronext Paris Hong Kong Futures Exchange ICE Futures Irish Future and Options Exchange (IFOX) Kansas City Board of Trade Korea Exchange (KRX) London International Financial Futures and Options Exchange Luxembourg Stock Exchange Madrid Stock Exchange Meff Renta Variable Madrid Mercaso Meixcano de Dervados Montreal Stock Exchange NASDAQ NASDAQ OMX Copenhagen NASDAQ OMX Helsinki NASDAQ OMX Stockholm New York Futures Exchange New York Mercantile Exchange New York Stock Exchange New York Stock Exchange LIFFE New Zealand Futures and Options Exchange NZX Limited OMX Osaka Securities Exchange Pacific Stock Exchange Philadelphia Stock Exchange Singapore Exchange Shanghai Futures Exchange South Africa Futures Exchange (SAFEX) Stock Exchange of Hong Kong Sydney Futures Exchange Tokyo Stock Exchange Tokyo Financial Exchange Inc. Toronto Futures Exchange Toronto Stock Exchange Warsaw Stock Exchange

Wiener Börse

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Appendix C – Investment Management and Borrowing Powers of the Trusts 1. General

The scheme property of a Trust will be invested with the aim of achieving the investment objective of a Trust but subject to the limits set out in that Trust’s investment policy and the limits set out in Chapter 5 of the COLL Sourcebook (“COLL 5”) and this Prospectus.

From time to time and in particular during periods of uncertain or volatile markets, the Manager may choose to hold a substantial proportion of the property of a Trust in money-market instruments and/or cash deposits.

1.1 Prudent spread of risk

The Manager must ensure that, taking account of the investment objective and policy of a Trust, the Scheme property of that Trust aims to provide a prudent spread of risk.

1.2 Cover

1.2.1 Where the COLL Sourcebook allows a transaction to be entered into or an investment to be retained only (for example, investment in nil and partly paid securities and the general power to accept or underwrite) if possible obligations arising out of the investment transactions or out of the retention would not cause any breach of any limits in COLL 5, it must be assumed that the maximum possible liability of a Trust under any other of those rules has also to be provided for.

1.2.2 Where the COLL Sourcebook permits an investment transaction to be entered into or an investment to be retained only if that investment transaction, or the retention, or other similar transactions, are covered:

1.2.2.1 it must be assumed that in applying any of those rules, a Trust must also simultaneously satisfy any other obligation relating to cover; and

1.2.2.2 no element of cover must be used more than once.

2. UCITS Schemes - general

2.1 Subject to the investment objective and policy of a Trust, the scheme property of a Trust must, except where otherwise noted below or provided in COLL 5, consist mainly of any or all of transferable securities, and, in the case of the Barings Dynamic Capital Growth Fund and Barings Strategic Bond Fund, may also consist of approved money-market instruments, units or shares in collective investment schemes, derivatives and forward transactions and deposits..

3. Transferable Securities

3.1 A transferable security is an investment falling within article 76 (Shares etc), article 77 (Instruments creating or acknowledging indebtedness), article 77A (alternative debentures), article 78 (Government and public securities), article 79 (Instruments giving entitlement to investments) and article 80 (Certificates representing certain securities) of the “Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (the “Regulated Activities Order”).

3.2 An investment is not a transferable security if the title to it cannot be transferred, or can be transferred only with the consent of a third party.

3.3 In applying paragraph 3.2 of this Part III to an investment which is issued by a body corporate, and which is an investment falling within articles 76 (Shares, etc) or 77 (Instruments creating or acknowledging indebtedness) or article 77A (alternative debentures) of the Regulated Activities Order, the need for any consent on the part of the body corporate or any members or debenture holders of it may be ignored.

3.4 An investment is not a transferable security unless the liability of the holder of it to contribute to the debts of the issuer is limited to any amount for the time being unpaid by the holder of it in respect of the investment.

3.5 A Trust may invest in a transferable security only to the extent that the transferable security fulfils the following criteria:

3.5.1 the potential loss which a Trust may incur with respect to holding the transferable security is limited to the amount paid for it;

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3.5.2 its liquidity does not compromise the ability of the Manager to comply with its obligation to redeem units at the request of any qualifying unitholder under the FCA Handbook;

3.5.3 reliable valuation is available for it as follows:

3.5.3.1 in the case of a transferable security admitted to or dealt in on an eligible market, where there are accurate, reliable and regular prices which are either market prices or prices made available by valuation systems independent from issuers;

3.5.3.2 in the case of a transferable security not admitted to or dealt in on an eligible market, where there is a valuation on a periodic basis which is derived from information from the issuer of the transferable security or from competent investment research;

3.5.4 appropriate information is available for it as follows:

3.5.4.1 in the case of a transferable security admitted to or dealt in on an eligible market, where there is regular, accurate and comprehensive information available to the market on the transferable security or, where relevant, on the portfolio of the transferable security;

3.5.4.2 in the case of a transferable security not admitted to or dealt in on an eligible market, where there is regular and accurate information available to the Manager on the transferable security or, where relevant, on the portfolio of the transferable security;

3.5.5 it is negotiable; and

3.5.6 its risks are adequately captured by the risk management process of the Manager.

3.6 Unless there is information available to the Manager that would lead to a different determination, a transferable security which is admitted to or dealt in on an eligible market shall be presumed:

3.6.1 not to compromise the ability of the Manager to comply with its obligation to redeem Units at the request of any qualifying Unitholder; and

3.6.2 to be negotiable.

3.7 No more than 5% of the scheme property of a Trust may be invested in warrants or other instruments entitling a holder to subscribe for securities.

4. Closed end funds constituting transferable securities

4.1 A unit or a share in a closed end fund shall be taken to be a transferable security for the purposes of investment by a Trust, provided it fulfils the criteria for transferable securities set out in paragraph 3.5 and either:

4.1.1 where the closed end fund is constituted as an investment company or a unit trust:

4.1.1.1 it is subject to corporate governance mechanisms applied to companies; and

4.1.1.2 where another person carries out asset management activity on its behalf, that person is subject to national regulation for the purpose of investor protection; or

4.1.2 where the closed end fund is constituted under the law of contract:

4.1.2.1 it is subject to corporate governance mechanisms equivalent to those applied to companies; and

4.1.2.2 it is managed by a person who is subject to national regulation for the purpose of investor protection.

5. Transferable securities linked to other assets

5.1 A Trust may invest in any other investment which shall be taken to be a transferable security for the purposes of investment by a Trust provided the investment:

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5.1.1 fulfils the criteria for transferable securities set out in 3.5 above; and

5.1.2 is backed by or linked to the performance of other assets, which may differ from those in which a Trust can invest.

5.2 Where an investment in 5.1 contains an embedded derivative component, the requirements of this section with respect to derivatives and forwards will apply to that component.

6. Approved Money Market Instruments

6.1 An approved money-market instrument is a money-market instrument which is normally dealt in on the money market, is liquid and has a value which can be accurately determined at any time.

6.2 A money-market instrument shall be regarded as normally dealt in on the money market if it:

6.2.1 has a maturity at issuance of up to and including 397 days;

6.2.2 has a residual maturity of up to and including 397 days;

6.2.3 undergoes regular yield adjustments in line with money market conditions at least every 397 days; or

6.2.4 has a risk profile, including credit and interest rate risks, corresponding to that of an instrument which has a maturity as set out in paragraphs 6.2.1or 6.2.2 or is subject to yield adjustments as set out in paragraph 6.2.3.

6.3 A money-market instrument shall be regarded as liquid if it can be sold at limited cost in an adequately short time frame, taking into account the obligation of the Manager to redeem Units at the request of any qualifying Unitholder.

6.4 A money-market instrument shall be regarded as having a value which can be accurately determined at any time if accurate and reliable valuations systems, which fulfil the following criteria, are available:

6.4.1 enabling the Manager to calculate a net asset value in accordance with the value at which the instrument held in the portfolio could be exchanged between knowledgeable willing parties in an arm's length transaction; and

6.4.2 based either on market data or on valuation models including systems based on amortised costs.

6.5 A money-market instrument that is normally dealt in on the money market and is admitted to or dealt in on an eligible market shall be presumed to be liquid and have a value which can be accurately determined at any time unless there is information available to the Manager that would lead to a different determination.

7. Transferable securities and money market instruments generally to be admitted or dealt in on an Eligible Market

7.1 Transferable securities and money market instruments held within a Trust must be:

7.1.1 admitted to or dealt in on an eligible market as described in 8.3.1 or

7.1.2 dealt in on an eligible market as described in 8.3.2; or

7.1.3 admitted to or dealt in on an eligible market as described in 8.4; or

7.1.4 for an approved money market instrument not admitted to or dealt in on an eligible market within paragraph 9.1; or

7.1.5 recently issued transferable securities provided that:

7.1.5.1 the terms of issue include an undertaking that application will be made to be admitted to an eligible market; and

7.1.5.2 such admission is secured within a year of issue.

7.2 However, a Trust may invest no more than 10% of the scheme property of a Trust in transferable securities and approved money market instruments other than those referred to in 7.1.

8. Eligible markets regime: purpose and requirements

8.1 To protect Unitholders the markets on which investments of a Trust are dealt in or traded on should be of an adequate quality (“eligible”) at the time of acquisition of the investment and until it is sold.

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8.2 Where a market ceases to be eligible, investments on that market cease to be approved securities. The 10% restriction in 7.2 above on investing in non approved securities applies and exceeding this limit because a market ceases to be eligible will generally be regarded as an inadvertent breach.

8.3 A market is eligible for the purposes of the rules if it is:

8.3.1 a regulated market as defined in the FCA Handbook; or

8.3.2 a market in an EEA State which is regulated, operates regularly and is open to the public.

8.4 A market not falling within paragraph 8.3 of this Part III is eligible for the purposes of COLL 5 if:

8.4.1 the Manager, after consultation with and notification to the Trustee, decides that market is appropriate for investment of, or dealing in, the scheme property of a Trust;

8.4.2 the market is included in a list in this Prospectus; and

8.4.3 the Trustee has taken reasonable care to determine that:

8.4.3.1 adequate custody arrangements can be provided for the investment dealt in on that market; and

8.4.3.2 all reasonable steps have been taken by the Manager in deciding whether that market is eligible.

8.5 In paragraph 8.4.1, a market must not be considered appropriate unless it is regulated, operates regularly, is recognised by an overseas regulator, is open to the public, is adequately liquid and has adequate arrangements for unimpeded transmission of income and capital to or for the order of Unitholders.

8.6 The eligible securities and derivatives markets for the Trusts are set out in Part VII (Eligible Securities and derivatives Markets) of this prospectus.

9. Money-market instruments with a regulated issuer

9.1 In addition to instruments admitted to or dealt in on an eligible market, a Trust may invest in an approved money-market instrument provided it fulfils the following requirements:

9.1.1 the issue or the issuer is regulated for the purpose of protecting investors and savings; and

9.1.2 the instrument is issued or guaranteed in accordance with paragraph 10

9.2 The issue or the issuer of a money-market instrument, other than one dealt in on an eligible market, shall be regarded as regulated for the purpose of protecting investors and savings if:

9.2.1 the instrument is an approved money-market instrument;

9.2.2 appropriate information is available for the instrument (including information which allows an appropriate assessment of the credit risks related to investment in it), in accordance with paragraph 11; and

9.2.3 the instrument is freely transferable.

10. Issuers and guarantors of money-market instruments

10.1 A Trust may invest in an approved money-market instrument if it is:

10.1.1 issued or guaranteed by any one of the following:

10.1.1.1 a central authority of an EEA State or, if the EEA State is a federal state, one of the members making up the federation;

10.1.1.2 a regional or local authority of an EEA State;

10.1.1.3 the European Central Bank or a central bank of an EEA State;

10.1.1.4 the European Union or the European Investment Bank;

10.1.1.5 a non-EEA State or, in the case of a federal state, one of the members making up the federation;

10.1.1.6 a public international body to which one or more EEA States belong; or

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10.1.2 issued by a body, any securities of which are dealt in on an eligible market; or

10.1.3 issued or guaranteed by an establishment which is:

10.1.3.1 subject to prudential supervision in accordance with criteria defined by European Community law; or

10.1.3.2 subject to and complies with prudential rules considered by the FCA to be at least as stringent as those laid down by European Community law.

10.2 An establishment shall be considered to satisfy the requirement in paragraph 10.1.3.2 if it is subject to and complies with prudential rules, and fulfils one or more of the following criteria:

10.2.1 it is located in the European Economic Area;

10.2.2 it is located in an OECD country belonging to the Group of Ten;

10.2.3 it has at least investment grade rating;

10.2.4 on the basis of an in-depth analysis of the issuer, it can be demonstrated that the prudential rules applicable to that issuer are at least as stringent as those laid down by European Community law.

11. Appropriate information for money-market instruments

11.1 In the case of an approved money-market instrument within paragraph 10.1.2 or which is issued by an authority within paragraph 10.1.1.2 or a public international body within paragraph 10.1.1.6 but is not guaranteed by a central authority within paragraph 10.1.1.1 the following information must be available:

11.1.1 information on both the issue or the issuance programme, and the legal and financial situation of the issuer prior to the issue of the instrument, verified by appropriately qualified third parties not subject to instructions from the issuer;

11.1.2 updates of that information on a regular basis and whenever a significant event occurs; and

11.1.3 available and reliable statistics on the issue or the issuance programme.

11.2 In the case of an approved money-market instrument issued or guaranteed by an establishment within paragraph 10.1.3, the following information must be available

11.2.1 information on the issue or the issuance programme or on the legal and financial situation of the issuer prior to the issue of the instrument updates of that information on a regular basis and whenever a significant event occurs; and

11.2.2 available and reliable statistics on the issue or the issuance programme, or other data enabling an appropriate assessment of the credit risks related to investment in those instruments.

11.3 In the case of an approved money-market instrument:

11.3.1 within paragraphs 10.1.1.1, 10.1.1.4 or 10.1.1.5; or

11.3.2 which is issued by an authority within paragraph 10.1.1.2 or a public international body within paragraph 10.1.1.6 and is guaranteed by a central authority within paragraph 10.1.1.1;

information must be available on the issue or the issuance programme, or on the legal and financial situation of the issuer prior to the issue of the instrument.

12. Spread: general

12.1 This rule on spread does not apply in respect of a transferable security or an approved money market instrument to which paragraph 14 ‘Spread: government and public securities’ applies.

12.2 For the purposes of this requirement companies included in the same group for the purposes of consolidated accounts as defined in accordance with Directive 83/349/EEC or in the same group in accordance with international accounting standards are regarded as a single body.

12.3 Not more than 20% in the value of the scheme property of a Trust is to consist of deposits with a single body.

12.4 Not more than 5% in value of the scheme property of a Trust is to consist of transferable securities issued by any single body, except that the limit of 5% is raised to 10% in respect of up to 40% in value of the scheme property of a Trust (covered bonds need not be taken into account for the purposes of applying the limit of 40%). For these purposes certificates representing certain securities are treated as equivalent to the underlying security.

12.5 The limit of 5% in paragraph 12.4 above is raised to 25% in value of the scheme property of a Trust in respect of covered bonds provided that when a Trust invests more than 5% in covered bonds issued by a single body,

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the total value of covered bonds held must not exceed 80% in value of the scheme property of a Trust. The Trusts do not currently invest in covered bonds.

12.6 The exposure to any one counterparty in an OTC derivative transaction must not exceed 5% in value of the scheme property of a Trust. This limit is raised to 10% where the counterparty is an Approved Bank. A bank is an “Approved Bank”, in relation to a bank account opened by a Trust:

12.6.1 if the account is opened at a branch in the United Kingdom:

12.6.1.1 the Bank of England; or

12.6.1.2 the central bank of a member state of the OECD; or

12.6.1.3 a bank; or

12.6.1.4 a building society; or

12.6.1.5 a bank which is supervised by the central bank or other banking regulator of a member state of the OECD; or

12.6.2 if the account is opened elsewhere:

12.6.2.1 a bank in (12.6.1); or

12.6.2.2 a credit institution established in an EEA State other than in the United Kingdom and duly authorised by the relevant Home State Regulator; or

12.6.2.3 a bank which is regulated in the Isle of Man or the Channel Islands; or

12.6.2.4 a bank supervised by the South African Reserve Bank.

12.7 Not more than 20% in value of the scheme property of a Trust is to consist of transferable securities issued by the same group.

12.8 Not more than 20% in value of the scheme property of a Trust is to consist of the Units of any one collective investment scheme.

12.9 The COLL Sourcebook provides that in applying the limits in 12.3, 12.4 and 12.6 and subject to 12.5 in relation to single body, not more than 20% in value of the scheme property of a Trust is to consist of any combination of two or more of the following:

12.9.1 transferable securities (including covered bonds) issued by; or

12.9.2 deposits made with; or

12.9.3 exposures from OTC derivatives or EPM transactions made with;

a single body.

13. Counterparty risk and issuer concentration

13.1 The Manager must ensure that counterparty risk arising from an OTC derivative is subject to the limits set out in paragraph 12.6 and 12.9 above.

13.2 When calculating the exposure of a Trust to a counterparty in accordance with the limits in paragraph 12.6 the Manager must use the positive mark-to-market value of the OTC derivative contract with that counterparty.

13.3 The Manager may net the OTC derivative positions of a Trust with the same counterparty, provided they are able legally to enforce netting agreements with the counterparty on behalf of the Trust.

13.4 The netting agreements in paragraph 13.3 above are permissible only with respect to OTC derivatives with the same counterparty and not in relation to any other exposures the Trust may have with that same counterparty.

13.5 The Manager may reduce the exposure of scheme property to a counterparty of an OTC derivative through the receipt of collateral. Collateral received must be sufficiently liquid so that it can be sold quickly at a price that is close to its pre-sale valuation and must in all other respects comply with the requirements of ESMA’s Guidelines on ETFs and other UCITS issues (ESMA/2012/832EN).

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13.6 The Manager must take collateral into account in calculating exposure to counterparty risk in accordance with the limits in paragraph 12.6 when it passes collateral to an OTC counterparty on behalf of a Trust.

13.7 Collateral passed in accordance with paragraph 12.6 may be taken into account on a net basis only if the Manager is able legally to enforce netting arrangements with this counterparty on behalf of that Trust.

13.8 In relation to the exposure arising from OTC derivatives as referred to in paragraph 12.6 the Manager must include any exposure to OTC derivative counterparty risk in the calculation. The Manager must calculate the issuer concentration limits referred to in paragraph 12.6 on the basis of underlying exposure created through the use of OTC derivatives pursuant to the commitment approach.

14. Spread: government and public securities

14.1 The following section applies to in respect of a transferable security or an approved money market instrument (“such securities”) that is issued by:

(a) an EEA State;

(b) a local authority of an EEA State;

(c) a non-EEA State; or

(d) a public international body to which one or more EEA States belong.

14.2 Where no more than 35% in value of the scheme property of a Trust is invested in such securities issued by or guaranteed by a single state, local authority or public international body, there is no limit on the amount which may be invested in such securities or in any one issue.

14.3 A Trust may invest more than 35% in value of the scheme property of a Trust in such securities issued or guaranteed by a single state, local authority or public international body provided that:

14.3.1 the Manager has before any such investment is made consulted with the Trustee and as a result considers that the issuer of such securities is one which is appropriate in accordance with the investment objective of a Trust;

14.3.2 no more than 30% in value of the scheme property of a Trust consists of such securities of any one issue;

14.3.3 the scheme property of a Trust includes such securities issued by that or another issuer, of at least six different issues;

14.3.4 the disclosures required by the FCA have been made.

14.4 Except in the case of the Barings Strategic Bond Fund, each Trust does not currently invest more than 35% in value of the scheme property of a Trust in government and public securities issued by any one body.

14.5 The Barings Strategic Bond Fund may invest up to 100% in value of its scheme property in government and

public securities issued by any Member State, its local authorities, non-Member States or public international

bodies of which one or more Member States are members. The individual issuers must be listed in the

Prospectus and may be drawn from the following list:

OECD Governments (provided the relevant issues are investment grade), European Investment Bank, European Bank for Reconstruction and Development, International Finance Corporation, International Monetary Fund, Euratom, The Asian Development Bank, European Central Bank, Council of Europe, Eurofima, African Development Bank, International Bank for Reconstruction and Development (The World Bank), The Inter-American Development Bank, European Union, Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac), Government National Mortgage Association (Ginnie Mae), Student Loan Marketing Association (Sallie Mae), Federal Home Loan Bank, Federal Farm Credit Bank, Tennessee Valley Authority.

The Trust must hold securities from at least 6 different issues, with securities from any one issue not exceeding 30% of net assets.

14.6 Notwithstanding 12.1 and subject to 14.2 and 14.3 above, in applying the 20% limit in paragraph 12.9 with respect to a single body, government and public securities issued by that body shall be taken into account.

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15. Investment in collective investment schemes

15.1 Notwithstanding the UCITS investment powers set out below, no Trust (with the exception of Barings Dynamic Capital Growth Fund) may invest more than 10% of its scheme property in Units in other collective investment schemes (“Second Schemes”. Up to 100% of the scheme property of the Barings Dynamic Capital Growth Fund may be invested in Units or shares in the Second Scheme.

15.2 A Trust may not be invested in units or shares in Second Schemes unless the Second Scheme satisfies all of the following conditions within 15.1.2.1- 15.1.2.5 below. Additionally, in the case of the Barings Dynamic Capital Growth Fund, no more than 30% of its scheme property may be invested in Second Schemes within 15.2.1.2-15.2.1.5 below. Investments may only be made in Second Schemes whose maximum preliminary charge does not exceed 5% and in the case of the Barings Dynamic Capital Growth Fund, where the maximum level of annual management fees which may be charged to the Trust and each Second Scheme does not exceed 3%.

15.2.1 The Second Scheme must:

15.2.1.1 satisfy the conditions necessary for it to enjoy the rights conferred by the UCITS Directive; or

15.2.1.2 be recognised under the provisions of s.272 of the Financial Services and Markets Act 2000; or

15.2.1.3 be authorised as a non-UCITS retail scheme (provided the requirements of Article 50(1)(e) of the UCITS Directive are met);

15.2.1.4 be authorised in another EEA State provided the requirements of Article 50(1)(e) of the UCITS Directive are met; or

15.2.1.5 be authorised by the competent authority of an OECD member country (other than another EEA State) which has:

(a) signed the IOSCO Multilateral Memorandum of Understanding; and

(b) approved the Second Scheme’s management company, rules and trustee/custody arrangements;

(provided the requirements of article 50(1)(e) of the UCITS Directive are met).

15.2.2 The Second Scheme has terms which prohibit more than 10% in value of the scheme property of a Trust consisting of units in collective investment schemes. Where the Second Scheme is an umbrella, the provisions in this paragraph 15.2.2, paragraph 15.2.3 and paragraph 9 (Spread: General) apply to each sub fund as if it were a separate scheme.

15.2.3 Investment may only be made in other collective investment schemes managed by the Manager or an associate of the Manager if the Prospectus clearly states that a Trust may enter into such investments and the rules on double charging contained in COLL are complied with.

15.3 A Trust may, subject to the limits set out in 15.1 and 15.2 above, invest in collective investment schemes managed or operated by, or whose authorised corporate director is, the Manager or one of its associates.

16. Investment in nil and partly paid securities

A transferable security on which any sum is unpaid falls within a power of investment only if it is reasonably foreseeable that the amount of any existing and potential call for any sum unpaid could be paid by a Trust, at the time when payment is required, without contravening the rules in COLL 5.

17. Derivatives: general

The Manager may use derivatives and forward transactions for the purposes of hedging using Efficient Portfolio Management (“EPM”) type techniques as described below, and in the case of the Barings Strategic Bond Fund and the Barings Dynamic Capital Growth Fund also for investment purposes.

It is not intended that the use of derivatives in this way will cause the net asset value of a Trust to have high volatility or otherwise cause its existing risk profile to change. However, where derivatives are used for investment purposes there remains a possibility that the Unit price of the Trust may be more volatile than would otherwise have been the case. Please refer to the “Risk Considerations” section for a more detailed description of the risk factors associated with investments in derivatives.

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17.1 A transaction in derivatives or a forward transaction must not be effected for a Trust unless the transaction is of a kind specified in paragraph 19 (Permitted transactions (derivatives and forwards)) below, and the transaction is covered, as required by paragraph 32 (Cover for transactions in derivatives and forward transactions) of this Part III.

17.2 Where a Trust invests in derivatives, the exposure to the underlying assets must not exceed the limits set out in the COLL Sourcebook in relation to COLL 5.2.11R (Spread: general) and COLL 5.2.12R (Spread: government and public securities) except for index based derivatives where the rules below apply.

17.3 Where a transferable security embeds a derivative, this must be taken into account for the purposes of complying with this section.

17.4 A transferable security will embed a derivative if it contains a component which fulfils the following criteria:

17.4.1 by virtue of that component some or all of the cash flows that otherwise would be required by the transferable security which functions as host contract can be modified according to a specified interest rate, financial instrument price, foreign exchange rate, index of prices or rates, credit rating or credit index or other variable, and therefore vary in a way similar to a stand-alone derivative;

17.4.2 its economic characteristics and risks are not closely related to the economic characteristics and risks of the host contract; and

17.4.3 it has a significant impact on the risk profile and pricing of the transferable security.

17.5 A transferable security does not embed a derivative where it contains a component which is contractually transferable independently of the transferable security. That component shall be deemed to be a separate instrument.

17.6 Where a Trust invests in an index based derivative, provided the relevant index falls within paragraph 20 (Financial Indices underlying derivatives), the underlying constituents of the index do not have to be taken into account for the purposes of COLL 5.2.11R and COLL 5.2.12R.

18. Efficient Portfolio Management

18.1 A Trust may utilise the scheme property of a Trust to enter into transactions for the purposes of EPM. Permitted EPM transactions (excluding stock lending arrangements) are transactions in derivatives e.g. to hedge against price or currency fluctuations, dealt with or traded on an eligible derivatives market; off-exchange options or contracts for differences resembling options; or synthetic futures in certain circumstances. The Manager must take reasonable care to ensure that the transaction is economically appropriate to the reduction of the relevant risks (whether in the price of investments, interest rates or exchange rates) or to the reduction of the relevant costs and/or to the generation of additional capital or income with an acceptably low level of risk. The exposure must be fully “covered” by cash and/or other property sufficient to meet any obligation to pay or deliver that could arise.

18.2 Permitted transactions are those that a Trust reasonably regards as economically appropriate to EPM, that is:

18.2.1 Transactions undertaken to reduce risk or cost in terms of fluctuations in prices, interest rates or exchange rates where the Manager reasonably believes that the transaction will diminish a risk or cost of a kind or level which it is sensible to reduce; or

18.2.2 Transactions for the generation of additional capital growth or income for a Trust by taking advantage of gains which the Manager reasonably believes are certain to be made (or certain, barring events which are not reasonably foreseeable) as a result of:

18.2.2.1 pricing imperfections in the market as regards the property which a Trust holds or may hold; or

18.2.2.2 receiving a premium for the writing of a covered call option or a cash covered put option on the scheme property of a Trust which a Trust is willing to buy or sell at the exercise price; or

18.2.2.3 stock lending arrangements.

A permitted arrangement in this context may at any time be closed out.

18.3 All revenue arising from EPM transactions (including stock lending and reverse repurchase arrangements, if any) will be returned to the relevant Trust, net of direct and indirect operational costs.

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19. Permitted transactions (derivatives and forwards)

19.1 A transaction in a derivative must be in an approved derivative; or be one which complies with paragraph 23 (OTC transactions in derivatives).

19.2 A transaction in a derivative must have the underlying consisting of any one or more of the following to which a Trust is dedicated:

19.2.1 transferable securities;

19.2.2 approved money-market instruments permitted under COLL;

19.2.3 deposits permitted

19.2.4 derivatives under this paragraph;

19.2.5 collective investment scheme units permitted under paragraph 15 (Investment in collective investment schemes);

19.2.6 financial indices which satisfy the criteria set out in paragraph 20 (Financial indices underlying derivatives);

19.2.7 interest rates;

19.2.8 foreign exchange rates; and

19.2.9 currencies.

19.3 A transaction in an approved derivative must be effected on or under the rules of an eligible derivatives market.

19.4 A transaction in a derivative must not cause a Trust to diverge from its investment objective as stated in the Trust Deed constituting a Trust and the most recently published version of this Prospectus.

19.5 A transaction in a derivative must not be entered into if the intended effect is to create the potential for an uncovered sale of one or more, transferable securities, units in collective investment schemes, or derivatives, provided that a sale is not to be considered as uncovered if the conditions in paragraph 22.2 are satisfied.

19.6 Any forward transaction must be with an Eligible Institution or an Approved Bank.

19.7 A derivative includes an investment which fulfils the following criteria:

19.7.1 it allows transfer of the credit risk of the underlying independently from the other risks associated with that underlying;

19.7.2 it does not result in the delivery or the transfer of assets other than those referred to in COLL 5.2.6AR, including cash;

19.7.3 in the case of an OTC derivative, it complies with the requirements in paragraph 23; and

19.7.4 its risks are adequately captured by the risk management process of the Manager and by its internal control mechanisms in the case of risk asymmetry of information between the Manager and the counterparty to the derivative resulting from the potential access of the counterparty to non-public information on persons whose assets are used as the underlying by that derivative.

19.8 A Trust may not undertake transactions in derivatives on commodities.

20. Financial Indices underlying derivatives

20.1 The financial indices referred to in 19.2 are those which satisfy the following criteria:

20.1.1 the index is sufficiently diversified;

20.1.2 the index represents an adequate benchmark for the market to which it refers;

20.1.3 the index is published in an appropriate manner; and

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20.1.4 complies in all other respects with the requirements of ESMA’s Guidelines on ETFs and other UCITS issues (ESMA/2012/832EN).

20.2 A financial index is sufficiently diversified if:

20.2.1 it is composed in such a way that price movements or trading activities regarding one component do not unduly influence the performance of the whole index;

20.2.2 where it is composed of assets in which a Trust is permitted to invest, its composition is at least diversified in accordance with the requirements with respect to spread and concentration set out in this section; and

20.2.3 where it is composed of assets in which a Trust cannot invest, it is diversified in a way which is equivalent to the diversification achieved by the requirements with respect to spread and concentration set out in this section.

20.3 A financial index represents an adequate benchmark for the market to which it refers if:

20.3.1 it measures the performance of a representative group of underlyings in a relevant and appropriate way;

20.3.2 it is revised or rebalanced periodically to ensure that it continues to reflect the markets to which it refers, following criteria which are publicly available; and

20.3.3 the underlyings are sufficiently liquid, allowing users to replicate it if necessary.

20.4 A financial index is published in an appropriate manner if:

20.4.1 its publication process relies on sound procedures to collect prices, and calculate and subsequently publish the index value, including pricing procedures for components where a market price is not available; and

20.4.2 material information on matters such as index calculation, rebalancing methodologies, index changes or any operational difficulties in providing timely or accurate information is provided on a wide and timely basis.

20.5 Where the composition of underlyings of a transaction in a derivative does not satisfy the requirements for a financial index, the underlyings for that transaction shall where they satisfy the requirements with respect to other underlyings pursuant to 19.2, be regarded as a combination of those underlyings.

21. Transactions for the purchase of property

21.1 A derivative or forward transaction which will or could lead to the delivery of property for the account of a Trust may be entered into only if that property can be held for the account of a Trust, and the Manager having taken reasonable care determines that delivery of the property under the transaction will not occur or will not lead to a breach of COLL .

22. Requirement to cover sales

22.1 No agreement by or on behalf of a Trust to dispose of property or rights may be made unless the obligation to make the disposal and any other similar obligation could immediately be honoured by a Trust by delivery of property or the assignment (or, in Scotland, assignation) of rights, and the property and rights above are owned by a Trust at the time of the agreement. This requirement does not apply to a deposit.

22.2 The above does not apply where:

22.2.1 the risks of the underlying financial instrument of a derivative can be appropriately represented by another financial instrument and the underlying financial instrument is highly liquid; or

22.2.2 the Manager or the Trustee has the right to settle the derivative in cash and cover exists within the scheme property of a Trust which falls within one of the following asset classes:

22.2.2.1 cash;

22.2.2.2 liquid debt instruments (e.g. government bonds of first credit rating) with appropriate safeguards (in particular, haircuts); or

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22.2.2.3 other highly liquid assets having regard to their correlation with the underlying of the financial derivative instruments, subject to appropriate safeguards (e.g. haircuts where relevant).

22.3 In the asset classes referred to in paragraph 22.2.2, an asset may be considered as liquid where the instrument can be converted into cash in no more than seven Business Days at a price closely corresponding to the current valuation of the financial instrument on its own market.

23. OTC transactions in derivatives

23.1 Any transaction in an OTC derivative under paragraph 19.1 must be:

23.1.1 in a future or an option or a contract for differences;

23.1.2 with an approved counterparty; a counterparty to a transaction in derivatives is approved only if the counterparty is an Eligible Institution or an Approved Bank; or a person whose permission (including any requirements or limitations), as published in the FCA Register or whose Home State authorisation, permits it to enter into the transaction as principal off-exchange;

23.1.3 on approved terms; the terms of the transaction in derivatives are approved only if, before the transaction is entered into, the Trustee is satisfied that the counterparty has agreed with the Manager: to provide at least daily and at any other time at the request of the Manager a reliable and verifiable valuation in respect of that transaction corresponding to its fair value (being the amount for which an asset could be exchanged or a liability settled between knowledgeable, willing parties in an arm’s length transaction) and which does not rely only on market quotations by the counterparty; and that it or an alternative counterparty will, at the request of the Manager, enter into a further transaction to sell, liquidate or close out that transaction at any time, at a fair value arrived at under the reliable market value basis or pricing model agreed under the following paragraph; and

23.1.4 capable of reliable valuation; a transaction in derivatives is capable of reliable valuation only if the Manager having taken reasonable care determines that, throughout the life of the derivative (if the transaction is entered into), it will be able to value the investment concerned with reasonable accuracy:

23.1.4.1 on the basis of an up-to-date market value which the Manager and the Trustee have agreed is reliable; or

23.1.4.2 if the value referred to in 23.1.4.1 is not available, on the basis of a pricing model which the Manager and the Trustee have agreed uses an adequate recognised methodology; and

23.1.5 subject to verifiable valuation: a transaction in derivatives is subject to verifiable valuation only if, throughout the life of the derivative (if the transaction is entered into) verification of the valuation is carried out by:

23.1.5.1 an appropriate third party which is independent from the counterparty of the derivative at an adequate frequency and in such a way that the Manager is able to check it; or

23.1.5.2 a department within the Manager which is independent from the department in charge of managing a Trust and which is adequately equipped for such a purpose.

24. Valuation of OTC derivatives

24.1 For the purposes of paragraph 23.1.3, the Manager must:

24.1.1 establish, implement and maintain arrangements and procedures which ensure appropriate, transparent and fair valuation of the exposures of a Trust to OTC derivatives; and

24.1.2 ensure that the fair value of OTC derivatives is subject to adequate, accurate and independent assessment.

24.2 Where the arrangements and procedures referred to in paragraph 23.1 above involve the performance of certain activities by third parties, the Manager must comply with the requirements in SYSC 8.1.13 R (Additional requirements for a management company) and COLL 6.6A.4 R (4) to (6) (Due diligence requirements of AFMs of UCITS schemes).

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24.3 The arrangements and procedures referred to in this rule must be:

24.3.1 adequate and proportionate to the nature and complexity of the OTC derivative concerned; and

24.3.2 adequately documented.

25. Risk management

25.1 The Manager uses a risk management process, enabling it to monitor and measure at any time the risk of a Trust’s positions and their contribution to the overall risk profile of a Trust.

25.2 The following details of the risk management process must be regularly notified by the Manager to the FCA and at least on an annual basis:

25.2.1 a true and fair view of the types of derivatives and forward transactions to be used within a Trust together with their underlying risks and any relevant quantitative limits; and

25.2.2 the methods for estimating risks in derivative and forward transactions.

26. Investment in deposits

A Trust may invest in deposits only with an Approved Bank and which are repayable on demand or have the right to be withdrawn, and maturing in no more than 12 months.

27. Cash and near cash

27.1 Cash and near cash must not be retained in the Scheme Property except to the extent that, where this may reasonably be regarded as necessary in order to enable:

27.1.1 (in the case of the Barings Strategic Bond Fund and the Barings Dynamic Capital Growth Fund only) the pursuit of the Trust’s investment objectives; or

27.1.2 redemption of Units; or

27.1.3 efficient management of the Trust in accordance with its investment objectives; or

27.1.4 other purposes which may reasonably be regarded as ancillary to the investment objectives of the Trust..

27.2 During the period of the initial offer the Scheme Property may consist of cash and near cash without limitation.

28. Significant influence

28.1 The Manager must not acquire, or cause to be acquired for a Trust, transferable securities issued by a body corporate and carrying rights to vote (whether or not on substantially all matters) at a general meeting of that body corporate if:

28.1.1 immediately before the acquisition, the aggregate of any such securities held for a Trust, taken together with any such securities already held for other authorised unit trusts of which it is also the Manager, gives the Manager power significantly to influence the conduct of business of that body corporate; or

28.1.2 the acquisition gives the Manager that power.

28.2 For the purposes of paragraph 28.1, the Manager is to be taken to have power significantly to influence the conduct of business of a body corporate if it can, because of the transferable securities held for all the authorised unit trusts of which it is the Manager, exercise or control the exercise of 20% or more of the voting rights in that body corporate (disregarding for this purpose any temporary suspension of voting rights in respect of the transferable securities of that body corporate).

29. Concentration

A Trust:

29.1 must not acquire transferable securities other than debt securities which:

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29.1.1 do not carry a right to vote on any matter at a general meeting of the body corporate that issued them; and

29.1.2 represent more than 10% of these securities issued by that body corporate;

29.2 must not acquire more than 10% of the debt securities issued by any single issuing body;

29.3 must not acquire more than 25% of the units in a collective investment scheme;

29.4 must not acquire more than 10% of the approved money-market instruments issued by any single body; and

29.5 need not comply with the limits in paragraphs 29.2, 29.3 and 29.4 of this Part III if, at the time of the acquisition, the net amount in issue of the relevant investment cannot be calculated.

29.6 must not hold more than 10% of:-

29.6.1 transferable securities in any company carrying rights to vote at a general meeting if the acquisition would give the Trust or the Manager power significantly to influence the conduct of business of that company, and the Trust or the Manager is taken to have such a power if it may exercise or control the exercise of 20% or more of the votes cast at a general meeting;

29.6.2 the non-convertible debentures of a private issuer; or

29.6.3 the convertible debentures of a private issuer.

30. Derivative exposure

30.1 A Trust may invest in derivatives and forward transactions as long as the exposure to which a Trust is committed by that transaction itself is suitably covered from within the scheme property of a Trust. Exposure will include any initial outlay in respect of that transaction.

30.2 Cover ensures that a Trust is not exposed to the risk of loss of property, including money, to an extent greater than the net value of the scheme property of a Trust. Therefore, a Trust must hold scheme property of a Trust sufficient in value or amount to match the exposure arising from a derivative obligation to which a Trust is committed. Paragraph 32 (Cover for transactions in derivatives and forward transactions) below sets out detailed requirements for cover of a Trust.

30.3 A future is to be regarded as an obligation to which a Trust is committed (in that, unless closed out, the future will require something to be delivered, or accepted and paid for); a written option as an obligation to which a Trust is committed (in that it gives the right of potential exercise to another thereby creating exposure); and a bought option as a right (in that the purchaser can, but need not, exercise the right to require the writer to deliver and accept and pay for something).

30.4 Cover used in respect of one transaction in derivatives or forward transaction must not be used for cover in respect of another transaction in derivatives or a forward transaction.

31. Schemes replicating an index

31.1 Notwithstanding paragraph 12 (Spread: general), a Trust may invest up to 20% in value of the scheme property of a Trust in shares and debentures which are issued by the same body where the stated investment policy is to replicate the composition of a relevant index as defined below.

31.2 Replication of the composition of a relevant index shall be understood to be a reference to a replication of the composition of the underlying assets of that index, including the use of techniques and instruments permitted for the purpose of efficient portfolio management.

31.3 The 20% limit in paragraph 31.1 can be raised up to 35% in value of the scheme property of a Trust, but only in respect of one body and where justified by exceptional market conditions.

31.4 In the case of a Trust replicating an index the scheme property of a Trust need not consist of the exact composition and weighting of the underlying in the relevant index in cases where a Trust’s investment objective is to achieve a result consistent with the replication of an index rather than an exact replication.

31.5 The indices referred to above are those which satisfy the following criteria:

31.5.1 the composition is sufficiently diversified;

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31.5.2 the index represents an adequate benchmark for the market to which it refers;

31.5.3 the index is published in an appropriate manner; and

31.5.4 the index complies with the requirements of ESMA’s Guidelines on ETFs and other UCITS issues (ESMA/2012/832EN).

31.6 The composition of an index is sufficiently diversified if its components adhere to the spread and concentration requirements in this section.

31.7 An index represents an adequate benchmark if its provider uses a recognised methodology which generally does not result in the exclusion of a major issuer of the market to which it refers.

31.8 An index is published in an appropriate manner if:

31.8.1 it is accessible to the public;

31.8.2 the index provider is independent from the index-replicating UCITS scheme; this does not preclude index providers and the UCITS scheme from forming part of the same group, provided that effective arrangements for the management of conflicts of interest are in place.

32. Cover for transactions in derivatives and forward transactions

32.1 A Trust may invest in derivatives and forward transactions as part of its investment policy provided:

32.1.1 its global exposure relating to derivatives and forward transactions held in the Trust does not exceed the net value of the scheme property; and

32.2 its global exposure to the underlying assets does not exceed in aggregate the investment limits laid down in paragraph 12 above.

33. Daily calculation of global exposure

33.1 The Manager must calculate the global exposure of a Trust on at least a daily basis.

33.2 For the purposes of this section, exposure must be calculated taking into account the current value of the underlying assets, the counterparty risk, future market movements and the time available to liquidate the positions.

34. Calculation of global exposure

34.1 The Manager must calculate the global exposure of any Trust it manages either as:

34.1.1 the incremental exposure and leverage generated through the use of derivatives and forward transactions (including embedded derivatives as referred to in paragraph 17 (Derivatives: general), which may not exceed 100% of the net value of the scheme property of a Trust, by way of the commitment approach; or

34.1.2 the market risk of the scheme property of a Trust, by way of the value at risk approach.

34.2 The Manager must ensure that the method selected above is appropriate, taking into account:

34.2.1 the investment strategy pursued by the Trust;

34.2.2 the types and complexities of the derivatives and forward transactions used; and

34.2.3 the proportion of the scheme property comprising derivatives and forward transactions.

34.3 Where a Trust employs techniques and instruments including repo contracts or stock lending transactions in accordance with paragraph 44 (Stock lending) in order to generate additional leverage or exposure to market risk, the Manager must take those transactions into consideration when calculating global exposure.

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34.4 For the purposes of paragraph 34.1, value at risk means a measure of the maximum expected loss at a given confidence level over the specific time period.

35. Commitment approach

35.1 Where the Manager uses the commitment approach for the calculation of global exposure, it must:

35.1.1 ensure that it applies this approach to all derivative and forward transactions (including embedded derivatives as referred to in paragraph 17 (Derivatives: general)), whether used as part of the Trust’s general investment policy, for the purposes of risk reduction or for the purposes of efficient portfolio management in accordance with paragraph 44 (Stock lending); and

35.1.2 convert each derivative or forward transaction into the market value of an equivalent position in the underlying asset of that derivative or forward (standard commitment approach).

35.2 The Manager may apply other calculation methods which are equivalent to the standard commitment approach.

35.3 For the commitment approach, the Manager may take account of netting and hedging arrangements when calculating global exposure of a Trust, where these arrangements do not disregard obvious and material risks and result in a clear reduction in risk exposure.

35.4 Where the use of derivatives or forward transactions does not generate incremental exposure for the Trust, the underlying exposure need not be included in the commitment calculation.

35.5 Where the commitment approach is used, temporary borrowing arrangements entered into on behalf of the Trust in accordance with paragraph 39 (General power to borrow) need not form part of the global exposure calculation.

36. Borrowing

36.1 Cash obtained from borrowing, and borrowing which the Manager reasonably regards an Eligible Institution or an Approved Bank to be committed to provide, is not available for cover under paragraph 32 (Cover for transactions in derivatives and forward transactions) except where 36.2 below applies.

36.2 Where, for the purposes of this paragraph a Trust borrows an amount of currency from an Eligible Institution or an Approved Bank; and keeps an amount in another currency, at least equal to such borrowing for the time being in 36.1 on deposit with the lender (or his agent or nominee), then this paragraph 36.2 applies as if the borrowed currency, and not the deposited currency, were part of the scheme property of a Trust.

37. General

37.1 Where a Trust invests in or disposes of units or shares in another collective investment scheme which is managed or operated by the Manager or an associate of the Manager, the Manager must pay to a Trust by the close of business on the third Business Day (or fourth Business Day in the case of Barings Japan Growth Trust) the amount of any preliminary charge in respect of a purchase, and in the case of a sale, any charge made for the disposal.

37.2 A potential breach of any of these limits does not prevent the exercise of rights conferred by investments held by a Trust but, in the event of a consequent breach, the Manager must then take such steps as are necessary to restore compliance with the investment limits as soon as practicable having regard to the interests of Unitholders.

37.3 The COLL Sourcebook permits the Manager to use certain techniques when investing in derivatives in order to manage a Trust’s exposure to particular counterparties and in relation to the use of collateral to reduce overall exposure with respect to over-the-counter (“OTC”) derivatives; for example a Trust may take collateral from counterparties with whom they have an OTC derivative position and use that collateral to net off against the exposure they have to the counterparty under that OTC derivative position, for the purposes of complying with counterparty spread limits. The COLL Sourcebook also permits a Trust to use derivatives to effectively short sell (agree to deliver the relevant asset without holding it in the scheme) under certain conditions.

38. Underwriting

Underwriting and sub underwriting contracts and placings may also, subject to certain conditions set out in the COLL Sourcebook, be entered into for the account of a Trust.

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39. General power to borrow

39.1 The Trustee on the instruction of the Manager may, in accordance with this paragraph, borrow money for the use of a Trust on terms that the borrowing is to be repayable out of the scheme property of a Trust. This power to borrow is subject to the obligation of a Trust to comply with any restriction in the Trust Deed. The Trustee may borrow money only from an Eligible Institution or an Approved Bank.

39.2 The Manager must ensure that any borrowing is on a temporary basis and that borrowings are not persistent, and for this purpose the Manager must have regard in particular to the duration of any period of borrowing; and the number of occasions on which resort is had to borrowing in any period.

39.3 The Manager must ensure that no period of borrowing exceeds three months, whether in respect of any specific sum or at all, without the prior consent of the Trustee; the Trustee’s consent may be given only on such conditions as appear to the Trustee appropriate to ensure that the borrowing does not cease to be on a temporary basis only.

39.4 The Manager must ensure that a Trust’s borrowing does not, on any Business Day, exceed 10% of the value of the scheme property of a Trust.

39.5 These borrowing restrictions do not apply to “back to back” borrowing for currency hedging purposes (i.e. borrowing permitted in order to reduce or eliminate risk arising by reason of fluctuations in exchange rates).

39.6 Borrowings may be made from the Trustee or an associate of it at a normal commercial interest rate.

40. Restrictions on lending of money

40.1 None of the money in the scheme property of a Trust may be lent and, for the purposes of this paragraph, money is lent by a Trust if it is paid to a person (“the payee”) on the basis that it should be repaid, whether or not by the payee.

40.2 Acquiring a debenture is not lending for the purposes of paragraph 40.1, nor is the placing of money on deposit or in a current account.

41. Restrictions on lending of property other than money

41.1 Scheme property of a Trust other than money must not be lent by way of deposit or otherwise.

41.2 Transactions permitted by paragraph 44 (Stock lending) are not to be regarded as lending for the purposes of paragraph 40.1.

41.3 The scheme property of a Trust must not be mortgaged.

41.4 Nothing in this paragraph prevents the Trustee at the request of the Manager from lending, depositing, pledging or charging scheme property of a Trust for margin requirements where transactions in derivatives or forward transactions are used for the account of a Trust in accordance with COLL 5.

42. General power to accept or underwrite placings

42.1 Any power in COLL 5 to invest in transferable securities may be used for the purpose of entering into transactions to which this section applies, subject to compliance with any restriction in the Trust Deed. This section applies, to any agreement or understanding: which is an underwriting or sub-underwriting agreement, or which contemplates that securities will or may be issued or subscribed for or acquired for the account of a Trust.

42.2 This ability does not apply to an option, or a purchase of a transferable security which confers a right to subscribe for or acquire a transferable security, or to convert one transferable security into another.

42.3 The exposure of a Trust to agreements and understandings as set out above, on any Business Day be covered and be such that, if all possible obligations arising under them had immediately to be met in full, there would be no breach of any limit in the COLL Sourcebook.

43. Guarantees and indemnities

43.1 The Trustee for the account of a Trust must not provide any guarantee or indemnity in respect of the obligation of any person.

43.2 None of the scheme property of a Trust may be used to discharge any obligation arising under a guarantee or indemnity with respect to the obligation of any person.

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43.3 Paragraphs 43.1 and 43.2 do not apply to in respect of a Trust:

43.3.1 any indemnity or guarantee given for margin requirements where the derivatives or forward transactions are being used in accordance with COLL 5; and

43.3.2 an indemnity given to a person winding up a body corporate or other scheme in circumstances where those assets are becoming part of the Scheme property of a Trust by way of a unitisation.

44. Stock lending

44.1 The entry into stock lending transactions or repo contracts for the account of a Trust is permitted for the generation of additional income for the benefit of a Trust, and hence for its unitholders.

44.2 The specific method of stock lending permitted in this section is in fact not a transaction which is a loan in the normal sense. Rather it is an arrangement of the kind described in section 263B of the Taxation of Chargeable Gains Act 1992, under which the lender transfers securities to the borrower otherwise than by way of sale and the borrower is to transfer those securities, or securities of the same type and amount, back to the lender at a later date. In accordance with good market practice, a separate transaction by way of transfer of assets is also involved for the purpose of providing collateral to the “lender” to cover him against the risk that the future transfer back of the securities may not be satisfactorily completed.

44.3 The stock lending permitted by this section may be exercised by a Trust when it reasonably appears to a Trust to be appropriate to do so with a view to generating additional income with an acceptable degree of risk.

44.4 The Trustee at the request of the Manager may enter into a stock lending arrangement or repo contract of the kind described in section 263B of the Taxation of Chargeable Gains Act 1992 (without extension by section 263C), but only if all the terms of the agreement under which securities are to be reacquired by the Trustee for the account of a Trust, are in a form which is acceptable to the Trustee and are in accordance with good market practice, the counterparty meets the criteria set out in COLL 5.4.4, and collateral is obtained to secure the obligation of the counterparty. Collateral must be acceptable to the Trustee, adequate and sufficiently immediate.

44.5 The terms of any stock lending or repurchase agreement should ensure that the Trust is able to recall at any time any security that has been lent out or to terminate the agreement.

44.6 The Trustee must ensure that the value of the collateral at all times is at least equal to the value of the securities transferred by the Trustee. This duty may be regarded as satisfied in respect of collateral the validity of which is about to expire or has expired where the Trustee takes reasonable care to determine that sufficient collateral will again be transferred at the latest by the close of business on the day of expiry.

44.7 Any agreement for transfer at a future date of securities or of collateral (or of the equivalent of either) may be regarded, for the purposes of valuation under the COLL Sourcebook, as an unconditional agreement for the sale or transfer of property, whether or not the property is part of the property of the scheme property of a Trust.

44.8 There is no limit on the value of the scheme property of a Trust which may be the subject of stock lending transactions or repo contracts.

The Trusts do not currently engage in any stock lending transactions or repurchase / reverse repurchase transactions.

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Appendix D – Custodian / Sub-Custodians

The Custodian for the Trusts is Northern Trust. A list of the Sub-Custodians is as follows: Market Sub Custodian

Australia HSBC Bank Australia Limited Austria UniCredit Bank Austria A.G Bahrain HSBC Bank Middle East Limited Bangladesh Standard Chartered Bank Belgium Deutsche Bank AG Bermuda HSBC Bank Bermuda Limited Bosnia and Herzegovina Raiffeisen Bank International AG (Federation of Bosnia-Herzegovina) Bosnia and Herzegovina (Republic of Srpska) Raiffeisen Bank International AG Botswana Standard Chartered Bank Botswana Limited Brazil Citibank, N.A., Brazilian Branch Bulgaria Citibank Europe plc Canada The Northern Trust Company, Canada Chile Banco de Chile China A Share HSBC Bank (China) Company Limited China B Share HSBC Bank (China) Company Limited Colombia Cititrust Colombia S.A. Sociedad Fiduciaria Costa Rica Banco Nacional de Costa Rica Cyprus Citibank Europe plc Czech Republic UniCredit Bank Czech Republic and Slovakia, a.s. Denmark Nordea Bank Abp Egypt Citibank, N.A., Cairo Branch Estonia Swedbank AS Euroclear Euroclear Bank S.A./N.V. Finland Nordea Bank Abp France The Northern Trust Company Germany Deutsche Bank AG Ghana Standard Chartered Bank Ghana Limited Greece Citibank Europe plc Hong Kong The Hongkong and Shanghai Banking Corporation Limited Hong Kong – HK Stock Connect The Hongkong and Shanghai Banking Corporation Limited Hungary UniCredit Bank Hungary Zrt India Citibank, N.A. Indonesia Standard Chartered Bank Ireland Euroclear UK and Ireland Limited (Northern Trust self-custody)* Israel Bank Leumi Le-Israel B.M. Italy Deutsche Bank SpA Japan The Hongkong and Shanghai Banking Corporation Limited Jordan Standard Chartered Bank Kazakhstan Citibank Kazakhstan JSC Kenya Standard Chartered Bank Kenya Limited Kuwait HSBC Bank Middle East Limited Latvia Swedbank AS Lebanon HSBC Bank Middle East Limited Lithuania AB SEB Bankas Luxembourg Euroclear Bank S.A./N.V. Malaysia HSBC Bank Malaysia Berhad Mauritius The Hongkong and Shanghai Banking Corporation Limited Mexico Banco Nacional de Mexico S.A. integrante del Grupo Financiero

Banamex Morocco Societe Generale Marocaine de Banques Namibia Standard Bank Namibia Ltd Netherlands Deutsche Bank AG New Zealand The Hongkong and Shanghai Banking Corporation Limited Nigeria Stanbic IBTC Bank Plc Norway Nordea Bank Abp Oman HSBC Bank Oman SAOG Pakistan Citibank, N.A., Karachi Branch Palestinian Territories HSBC Bank Middle East Limited Panama Citibank, N.A., Panama Branch Peru Citibank del Peru S.A. Philippines The Hongkong and Shanghai Banking Corporation Limited Poland Bank Polska Kasa Opieki SA Portugal BNP Paribas Securities Services

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Qatar HSBC Bank Middle East Limited Romania Citibank Europe plc Russia AO Citibank Saudi Arabia HSBC Saudi Arabia Serbia UniCredit Bank Austria A.G. Singapore DBS Bank Ltd Slovakia Citibank Europe plc Slovenia UniCredit Banka Slovenija d.d. South Africa The Standard Bank of South Africa Limited South Korea The Hongkong and Shanghai Banking Corporation Limited Spain Deutsche Bank SAE Sri Lanka Standard Chartered Bank Swaziland Standard Bank Swaziland Limited Sweden Svenska Handelsbanken AB (publ) Switzerland Credit Suisse (Switzerland) Ltd Taiwan Bank of Taiwan Tanzania Standard Chartered Bank (Mauritius) Limited Thailand Citibank, N.A., Bangkok Branch Tunisia Union Internationale De Banques Turkey Deutsche Bank AS UAE - ADX HSBC Bank Middle East Limited UAE - DFM HSBC Bank Middle East Limited UAE - NASDAQ Dubai HSBC Bank Middle East Limited Uganda Standard Chartered Bank Uganda Limited Ukraine PJSC Citibank United Kingdom Euroclear UK and Ireland Limited (Northern Trust self-custody) United States The Northern Trust Company Uruguay Banco Itau Uruguay S.A. Venezuela Citibank, N.A. Vietnam HSBC Bank (Vietnam) Ltd West Africa (UEMOA) Standard Chartered Bank (Mauritius) Limited (Hub arrangement

used to access this market) Zambia Standard Chartered Bank Zambia plc Zimbabwe Standard Chartered Bank (Mauritius) Limited (Hub arrangement

used to access this market) *The Royal Bank of Canada serves as Northern Trust's Sub-Custodian for securities not eligible for settlement in Canada's local central securities depository.

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Appendix E – Historic Performance The following details the past performance of each Trust and its performance comparator (where applicable). Performance of the Trusts is shown for Class A GBP Acc unless otherwise specified. The past performance is shown in two formats. 1) Discrete annual performance over the last five years (or since the Trust’s inception), taking account (in the case of

the Trusts but not their performance comparators) of all charges, but not the effect of any entry or exit charges that may be applicable, shown as a percentage on a NAV per Unit basis with net income reinvested.

2) Cumulative returns invested over five years (or since the Trust’s inception) taking account (in the case of the

Trusts but not their performance comparators) of all charges, but not the effect of any entry or exit charges that may be applicable, shown as a percentage on a NAV per Unit basis with net income reinvested.

Warning: The information shown is not a guide to how the Trust will perform in future. You may get back less money than you invest.

Discrete Annual Performance

% 31/07/18 - 31/07/19

31/07/17 - 31/07/18

31/07/16 - 31/07/17

31/07/15 - 31/07/16

31/07/14 - 31/07/15

Barings Dynamic Capital Growth Fund 2.92 2.95 6.54 3.24 6.19

Barings Eastern Trust 4.05 7.07 29.16 16.12 13.62

MSCI AC Asia ex Japan (Total Gross Return) Index

4.17 6.03 28.61 16.15 1.68

Barings Europe Select Trust* 3.89 8.12 25.26 20.49 16.86

EMIX Smaller European Companies Ex UK (Total Gross Return) Index

-1.22 7.31 30.01 17.60 8.81

Barings European Growth Trust* -0.87 5.92 30.15 3.49 11.81

MSCI Europe ex UK (Total Net Return) Index

4.09 5.20 23.25 5.91 9.38

Barings German Growth Trust -7.43 6.48 31.30 10.89 10.00

HDAX® (Total Return) Index -1.78 8.15 25.16 10.33 9.92

Barings Japan Growth Trust 4.09 10.32 17.35 18.23 11.11

Japan (TSE) First Section (Total Gross Return) Index

0.96 9.75 16.81 15.66 17.74

Barings Korea Trust -16.57 4.49 9.37 9.67 5.26

Korea Composite Stock Price Index (KOSPI)

-10.65 -3.96 20.13 21.94 -7.07

Barings Strategic Bond Fund* 5.15 -0.75 1.29 -0.27 3.43

* Performance figures shown are for Class A GBP Inc

88

Cumulative Returns over 5 years to 31 July 2019

% 1 year 2 years 3 years 4 years 5 years

Barings Dynamic Capital Growth Fund 2.92 5.96 12.88 16.54 23.75

Barings Eastern Trust 4.05 11.41 43.90 67.10 89.85

MSCI AC Asia ex Japan (Total Gross Return) Index

4.17 10.45 42.04 64.98 67.76

Barings Europe Select Trust* 3.89 12.32 40.69 69.52 98.11

EMIX Smaller European Companies Ex UK (Total Gross Return) Index

-1.22 6.00 37.81 62.07 76.35

Barings European Growth Trust* -0.87 5.00 36.66 41.43 58.13

MSCI Europe ex UK (Total Net Return) Index

4.09 9.50 34.96 42.93 56.34

Barings German Growth Trust -7.43 -1.43 29.42 43.52 57.88

HDAX® (Total Return) Index -1.78 6.22 32.94 46.67 61.22

Barings Japan Growth Trust 4.09 14.84 34.76 59.33 77.03

Japan (TSE) First Section (Total Gross Return) Index

0.96 10.81 29.43 49.70 76.25

Barings Korea Trust -16.57 -12.82 -4.65 4.57 10.06

Korea Composite Stock Price Index (KOSPI)

-10.65 -14.19 3.09 25.70 16.81

Barings Strategic Bond Fund* 5.15 4.36 5.70 5.42 9.04

* Performance figures shown are for Class A GBP Inc Past performance is no indication of current or future performance. The performance data does not take account of the commissions or costs incurred on the issue and redemption of Units.

Investment involves risk. The value of any investments any income generated may go down as well as up and is not guaranteed. Source: Barings / Morningstar, as at 31 July 2019. For more up-to-date performance, please refer to www.barings.com.

Address:

Baring Fund Managers Limited

20 Old Bailey

London

EC4M 7BF

www.barings.com

Important information: This document is approved and issued by Baring Fund Managers Limited. Disclosure: Baring Fund Managers Limited Authorised and Regulated by the Financial Conduct Authority 20 Old Bailey, London, EC4M 7BF